Annual report 2016-2017 FINAL 1 - Woodsvilla · PDF fileWoodsvilla Resort & Residency...

2

VISION

CONTENTS PAGE

NO.

CORPORATE INFORMATION 3

NOTICE 4

ROUTE MAP 11

ATTENDANCE SLIP 12

PROXY FORM 13

MANAGEMENT DISCUSSION

AND ANALYSIS REPORT

14

DIRECTORS REPORT 18

REPORT ON CORPORATE

GOVERNANCE

40

CEO & CFO CERTIFICATION 60

FINANCIAL STATEMENT 61

Woodsvilla will be

recognised as a leader in

excellence and innovation

within the Indian

Hospitality Industry,

providing the ultimate

hospitality experiences

within an affordable

world-class resort lifestyle

with service that reflects

the pride and

professionalism of our

team.

3

CORPORATE INFORMATION BOARD OF DIRECTORS

1 VIPIN AGGARWAL Director

2 MEENA AGGARWAL CEO & Director

3 SANWAR MAL SAINI Independent Director

4 DEV KUMAR BANSAL Independent Director

5 DEEPAK GUPTA Independent Director

6 AMOD PAL SINGH Independent Director

7 SURINDER KUMAR SAREEN Independent Director

CHIEF FINANCIAL OFFICER

SYED NAWAZISH HUSAIN ZAIDI

COMPANY SECRETARY

SWARNA

REGISTERED OFFICE

E-4, 2nd Floor, Defence Colony New Delhi-110024

COMPANY’S PROPERTY

Woodsvilla Resort & Residency

Ranikhet,Majkhali, Almora, Uttrakhand

STATUTORY AUDITORS

MANV & Associates

Chartered Accountants

D-9/236A, Laxmi Nagar, Delhi-110092

REGISTRAR AND SHARE TRANSFER AGENT

MAS Services Limited

T-34, 2nd Floor, Okhla Industrial Area, Phase-II

New Delhi-110020

INTERNAL AUDITORS

N. B. Tayal & Co.

75 B/D G-II, DDA, SRS Flats,

Vikas Puri, New Delhi-110018

SECRETARIAL AUDITORS

M/s Kundan Agrawal & Associates

H-23A, 204 Kamal Tower, Near Sai Mandir,

VikasMarg, Laxmi Nagar, Delhi-110092

4

WOODSVILLA LIMITED Regd. off: E-4, 2

ND FLOOR, DEFENCE COLONY, NEW DELHI-110024

Ph. No.41552060

CIN: L55101DL1994PLC030472

Email ID: [email protected]: http://www.woodsvilla.in/

N O T I C E

NOTICE is hereby given that the 29thAnnual General Meeting of the members of Woodsvilla Limited

will be held at 23, Radhe Mohan Drive, FatehpurBeri, Mehrauli, New Delhi-110074on Saturday

23rd

September,2017 at 10A.M. to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2017 and

the Statement of Profit & Loss for the year ended on that date together with the reports of the Board

of Directors and Auditors thereon.

2. To appoint a Director in place of Mr.Vipin Aggarwal, who retires by rotation and being eligible,

offers himself for re-appointment.

3. To ratify the appointment of the Statutory Auditors of the Company and to fix their

remuneration.

In this regard, the Members of the Company are requested to consider and if thought fit, to pass with or

without modification/s, if any, the following resolutions an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 144 and other applicable

provisions, if any, of the Companies Act, 2013 read with rules framed there under (including any

statutory modification/s or enactment/s thereof for the time being in force), the appointment of

Manv & Associates, Chartered Accountants (FRN.: 007351N),as the Statutory Auditors of the

Company be and is hereby ratified to hold office from the conclusion of the 29th Annual General

Meeting of the Company to the conclusion of the next Annual General Meeting (that is with

respect to the financial years commencing from April 01, 2017 and ending on March 31, 2018), on

such remuneration as may be decided by anyone of Directors of the Company.

RESOLVED FURTHER THAT any Director of the Company be and is hereby severally

authorized to sign, execute and file such forms, returns, certificates, documents and other papers as

may be necessary or expedient with the concerned Registrar of the Companies and to do all such

acts, deeds, things and other matters as may be necessary for the purpose of giving effect to the

aforesaid resolution.”

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Regd. Office:

E-4, 2nd Floor,Defence Colony

New Delhi-110024

Dated:26th August,2017

By Order of the Board

For Woodsvilla Limited

Sd/-

Swarna

Company Secretary

Membership No. A48855

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE

INSTEAD OF HIMSELF. THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A

BLANK FORM OF PROXY IS ENCLOSED AND IF INTENDED TO BE USED, IT SHOULD BE

DEPOSITED DULY COMPLETED AT THE REGISTERED OFFICE OF THE COMPANY NOT

LESS THAN FORTY EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY

AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL

SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER

HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE

COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY

AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR

SHAREHOLDER.

2. Corporate members intending to send their authorized representatives to attend the meeting are

requested to send the Company a certified copy of the Board Resolution authorizing their representative to

attend and vote on their behalf at the meeting.

3. In case of joint shareholder attending the meeting, only such joint holder who is higher in the

order of names will be entitled to vote.

4. Information required under SEBI (Listing Obligation and Disclosure Requirements) Regulation

2015(“Listing Regulations”) (relating to Corporate Governance) and Secretarial Standard -2 , with respect

to the Directors retiring by rotation and, being eligible, seeking re-appointment is given in the Corporate

Governance Report annexed to this Annual Report.

5. The Register of Members and Share Transfer Books of the Company will remain closed from 17th

Day of September, 2017 to 23rd Day of September,2017(both days inclusive).

6. Relevant documents referred to in the accompanying Notice and the Statement is open for inspection

by the members at the Registered Office of the Company on all working days, except Saturdays, during

business hours i.e. 9A.M. to 6 P.M. up to the date of the Meeting.

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7. In terms of Section 72 of the Companies Act, 2013, the shareholders of the Company may nominate a

person on whom the shares held by him/them shall vest in the event of his/their death. Shareholders

desirous of availing this facility may submit nomination in SH-13.

8. The Company has entered into agreements with CDSL and NSDL to offer depository services to the

Shareholders. Shareholders can open account with any of the depository participant registered with CDSL

and NSDL.

9. Any member requiring further information on the Accounts at the meeting is requested to send the

queries in writing to the Company Secretary by 16th Day of September,2017.

10. Members are requested to bring their copies of Annual Report at the meeting, as extra copies will not

be supplied.

11. Pursuant to the requirement of the Listing Regulations, the Company declares that its equity shares

are listed on Bombay Stock Exchange. The Company has paid the annual listing fee for the year 2016-17

and advance fees for 2017-18 to the above stock exchange(s).

12. In respect of the matters pertaining to Bank details, ECS mandates, nomination, power of attorney,

change in name/address etc., the members are requested to approach the Company’s Registrars and Shares

Transfer Agents, in respect of shares held in physical form and the respective Depository Participants, in

case of shares held in electronic form. In all correspondence with the Company/Registrars and Share

Transfer Agents, members are requested to quote their account/folio numbers or DP ID and Client ID for

physical or electronic holdings respectively.

13. Only registered members carrying the attendance slips and the holders of valid proxies registered with

the Company will be permitted to attend the meeting.

14. In terms of section 101 & 136 of the Companies Act, 2013, read together with the rules made there

under, a Listed Company may send the notice of Annual General Meeting and the Annual Report

including all Financial Statements, Board Report etc. by electronic mode. The Company is accordingly

forwarding soft copies of the above referred documents to all those members who have registered their e-

mail ids with their respective DPs or with the Share Transfer Agent of the Company. The e-mail addresses

indicated in your respective Depository Participant (DP) accounts, which will be periodically downloaded

from NSDL/CDSL, will be deemed to be your registered e-mail address for serving notices/documents

including those covered under Section 136 of the Companies Act, 2013 read with rule 11 of the

Companies (Accounts) Rules, 2014. All the members are requested to ensure to keep their e-mail

addresses updated with the Depository Participants or by writing to the Company at

[email protected] their folio number(s) or their DP/ CLIENT IDs.

15. Members may also note that the Notice of the Annual General Meeting and the Annual Report for

2016-17 will also be available on the Company’s website http://www.woodsvilla.infor their

download. The physical copies of the aforesaid documents will also be available at the Company’s

Registered Office in New Delhi for inspection during normal business hours on working days. Even

after registering for e-communication, members are entitled to receive such communication in

physical form, upon making a request for the same, by post free of cost. For any communication, the

shareholders may also send requests to the Company’s investor email id:

[email protected]

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16. Members can inspect the Register of Director and Key Managerial Personnel and their Shareholding ,

maintained under section 170 of the Companies Act 2013 and Register of Contracts or Arrangements in

which Directors are interested maintained under section 189 of the Companies Act 2013 during the course

of the meeting at the venue.

17. Route map of venue of annual general meeting is part of this Notice

18. Voting through electronic means

A. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the

Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management

and Administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulations, the Company

is pleased to provide members facility to exercise their right to vote at the Annual General Meeting

(AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of

casting the votes by the members using an electronic voting system from a place other than venue of the

AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

B. The facility for voting through ballot paper shall be made available at the AGM and the members

attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right

at the meeting through ballot paper.

C. The members who have cast their vote by remote e-voting prior to the AGM may also attend the

AGM but shall not be entitled to cast their vote again.

D. The remote e-voting period commences on Wednesday, September 20th, 2017 (09:00 am)and ends on

Friday, September 22nd, 2017 (05:00 pm). During this period members’ of the Company, holding shares

either in physical form or in dematerialized form, as on the cut-off date of September 16th,2017, may cast

their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting

thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to

change it subsequently.

The procedure and instructions for members for remote e-voting are as under:

I. In case of Members receiving e-mail from NSDL (For those members whose e-mail

addresses are registered with Company/Depositories):

a. Open e-mail and open PDF file viz.”Woodsvilla Limited e-Voting.pdf” with your client ID or

Folio No. as password containing your user ID and password for remote e-voting. Please note

that the password is an initial password.

b. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/.

c. Click on Shareholder-Login.

d. Put user ID and password as initial password noted in step (i) above. Click Login.

e. Password change menu appears. Change the password with new password of your choice

with minimum 8 digits/characters or combination thereof. Note new password. It is strongly

recommended not to share your password with any other person and take utmost care to keep

your password confidential.

f. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

g. Select “EVEN” of “Woodsvilla Limited”.

h. Now you are ready for remote e-voting as Cast Vote page opens.

i. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”

when prompted.

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j. Upon confirmation, the message “Vote cast successfully” will be displayed.

k. Once you have voted on the resolution, you will not be allowed to modify your vote.

l. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.

together with attested specimen signature of the duly authorized signatory(ies) who are

authorized to vote, to the Scrutinizer through e-mail to [email protected] with a

copy marked to [email protected].

II. In case of Members receiving Physical copy of Notice of Annual General Meeting (for

members whose email IDs are not registered with the Company/Depository Participants(s)

or requesting physical copy)

a. Initial password is provided at the bottom of the Attendance Slip for the AGM

b. Please follow all steps from Sl. No. (b) to Sl. No. (l) above, to cast vote.

E. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and

remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com

or call on toll free no.: 1800-222-990.

F. If you are already registered with NSDL for remote e-voting then you can use your existing user

ID and password/PIN for casting your vote.

G. You can also update your mobile number and e-mail id in the user profile details of the folio which

may be used for sending future communication(s).

H. The voting rights of members shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date of September 16th,2017.

I. Any person, who acquires shares of the Company and become member of the Company after

dispatch of the notice and holding shares as of the cut-off date i.e. September16th , 2017, may obtain the

login ID and password by sending a request at [email protected] or RTA, MAS Services Limited.

However, if you are already registered with NSDL for remote e-voting then you can use your existing

user ID and password for casting your vote. If you forgot your password, you can reset your password by

using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the

following toll free no.: 1800-222-990.

J. The Board of Directors of the Company has appointed Mr. Kundan Aggarwal, a Practicing

Company Secretary as Scrutinizer to scrutinize the poll and remote e-voting process in a fair and

transparent manner and he/she has communicated his willingness to be appointed as will be available for

same purpose.

K. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to

be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members

who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

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L. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at

the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two

witnesses not in the employment of the Company and shall make, not later than forty-eight hours of the

conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if

any, to the Chairman or a person authorized by him in writing, who shall countersign the same and

declare the result of the voting forthwith.

M. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the

Company http://www.woodsvilla.inand on the website of NSDL immediately after the declaration of

result by the Chairman or a person authorized by him in writing and communicated to the BSE

Limited.

Regd. Office:

E-4, 2nd Floor, Defence Colony,

New Delhi-110024

Dated: 26thAugust,2017

By Order of the Board

For WOODSVILLA LIMITED

Sd/-

Swarna

Company Secretary

Membership No. A48855

10

Brief Profile of Mr. Vipin Aggarwal

In case of appointment/re-appointment or increase in remuneration of any director, following details are

required under SEBI (Listing Obligation and Disclosure Requirement ) Regulations 2015 and SS-2

NameNameNameName Vipin Aggarwal AgeAgeAgeAge 65 Years

Brief Resume

Nature of his expertise in specific Nature of his expertise in specific Nature of his expertise in specific Nature of his expertise in specific functional areasfunctional areasfunctional areasfunctional areas

Expertise in Accounts and Taxation

Date of Date of Date of Date of first appointment on the first appointment on the first appointment on the first appointment on the Board,Board,Board,Board,

01/03/1994

QualificationsQualificationsQualificationsQualifications Chartered Accountant

Experience Experience Experience Experience 47 Year

Terms aTerms aTerms aTerms and conditions ond conditions ond conditions ond conditions of f f f appointment or appointment or appointment or appointment or rererere----appointment appointment appointment appointment along with details of remuneration along with details of remuneration along with details of remuneration along with details of remuneration sought to be paidsought to be paidsought to be paidsought to be paid

Director is not drawing any remuneration

Last drawn remuneration, if Last drawn remuneration, if Last drawn remuneration, if Last drawn remuneration, if applicableapplicableapplicableapplicable

Not applicable

Shareholding in the company Shareholding in the company Shareholding in the company Shareholding in the company held held held held either himself oreither himself oreither himself oreither himself or on a beneficial on a beneficial on a beneficial on a beneficial basis basis basis basis for any other personsfor any other personsfor any other personsfor any other persons

Rs.7,26,200

Relationship Relationship Relationship Relationship with other Directors, with other Directors, with other Directors, with other Directors, Manager and other Key Managerial Manager and other Key Managerial Manager and other Key Managerial Manager and other Key Managerial Personnel ofPersonnel ofPersonnel ofPersonnel of the companythe companythe companythe company

Husband of Mrs. Meena Aggarwal (CEO)

The number of Meetings of the The number of Meetings of the The number of Meetings of the The number of Meetings of the Board attended during theBoard attended during theBoard attended during theBoard attended during the YearYearYearYear

Four

Names of companies in Names of companies in Names of companies in Names of companies in which the which the which the which the person also holds the directorship person also holds the directorship person also holds the directorship person also holds the directorship and the membership/Chairman of and the membership/Chairman of and the membership/Chairman of and the membership/Chairman of Committees of the BoardCommittees of the BoardCommittees of the BoardCommittees of the Board

• CCL SECURITIES PRIVATE LIMITED

• CLUB 9 VACATIONS PRIVATE LIMITED

• WOODSVILLA LIMITED

• NESET CHITS PRIVATE LIMITED

• AVI EXIM PVT LIMITED

• FUSION HOTELS AND RESORTS PRIVATE LIMITED

• FUSION REALTORS PRIVATE LIMITED

• SARWANI REALTORS PRIVATE LIMITED

• NESET REALTORS PRIVATE LIMITED

• CLUB 9 HOLIDAYS PRIVATE LIMITED

• AVSARR QUEST PRIVATE LIMITED

• MANGOSTEEN PRIVATE LIMITED

• TAKE A BREAK . COM PRIVATE LIMITED

• NESET DEVELOPERS AND PROMOTERS PRIVATE LIMITED

• VELOCITY CAPITAL ADVISORY SERVICES PRIVATE LIMITED

• FUSION SUITES PRIVATE LIMITED

11

ROUTE MAP

Venue of the Annual General Meeting of Woodsvilla Limited

to be held on 23rd

September, 2017 at 10.00 A.M.

Venue Address:23, Radhe Mohan Drive, Fatehpur Beri, Mehrauli, New Delhi-110074

Landmark:

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WOODSVILLA LIMITED Regd. off: E-4, 2nd Floor, Defence Colony, New Delhi-110024

CIN: L55101DL1994PLC030472

Email ID: [email protected] Website: http://www.woodsvilla.in/

ATTENDANCE SLIP

29Th

Annual General Meeting on 23rd

September 2017 at 10.00 a.m.

Regd. Folio No./ *DP ID/* Client ID

No. of Equity Shares held

Name of the Shareholder(s)

Joint Holder 1

Joint Holder 2

1. I/We hereby record my / our presence at the Annual General Meeting of the members of the

Company held on Saturday,23rdDay of September, 2017 at 10.00 A.M. at 23, Radhe Mohan Drive,

FatehpurBeri, Mehrauli, New Delhi-110074.

2. Signature of the Shareholder/Proxy Present

3. Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the

meeting and handover at the entrance duly signed.

4. Shareholder/Proxy holder desiring to attend the meeting may bring his/her copy of the Annual

Report for reference at the meeting.

Note: PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE

MEETING.

……………..xxxxx………………………….xxxxxx…………………………………..xxxxx…………

ELECTRONIC VOTING PARTICULARS

E Voting Event Number

(EVEN)

User ID Password

Note: Please read the instructions provided in Notice dated August 26th August,2017 of the Annual

General Meeting. The Voting period starts from 9.00 a.m. on 20th Day of September,2017 to 5 p.m. on

22nd Day of September,2017. The voting module shall be disabled by NSDL for voting thereafter.

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Please Affix

Re.1/-

Revenue

Stamp and sign

across

WOODSVILLA LIMITED Regd. off: E-4, 2nd Floor, Defence Colony, New Delhi-110024

CIN: L55101DL1994PLC030472

Email ID: [email protected] Website: http://www.woodsvilla.in/

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014

Name of the member(s):

Registered address:

Email Id:______________Folio No./Client Id:__________DP ID:________________________

I/We, being the member (s) of..........................................shares of the above named company, hereby appoint

1. Name

Address:

E-mail Id:

Signature:

2. Name

Address:

E-mail Id:

Signature:

3. Name

Address:

E-mail Id:

Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual general meeting of the company to

be held on September 23rd,2017 at 10.00 am at 23, Radhe Mohan Drive, FatehpurBeri, Mehrauli, New Delhi-110074.

Resolution

No.

Particulars

Ordinary Business

1 To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2017 and the

Statement of Profit & Loss for the year ended on that date together with the reports of the Board of Directors

and Auditors thereon.

2 To appoint a Director in place of Mr. Vipin Aggarwal, who retires by rotation and being eligible, offers

himself for re-appointment

3 To ratify the appointment of the Statutory Auditors of the Company and to fix their remuneration

Signed this……...................... day of……..............… 2017

Signature of shareholder: _________________

Signature of Proxy holder(s)___________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

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MANAGEMENT DISCUSSION & ANALYSIS REPORT

Introduction

The Indian tourism and hospitality industry has emerged as one of the key drivers of growth among the

services sector in India. Tourism in India has significant potential considering the rich cultural and

historical heritage, variety in ecology, terrains and places of natural beauty spread across the country.

Tourism is also a potentially large employment generator besides being a significant source of foreign

exchange for the country.

Market Size

India’s rising middle class and increasing disposable incomes has continued to support the growth of

domestic and outbound tourism.

Domestic Tourist Visits (DTVs) to the States/Union Territories (UTs) grew by 15.5 per cent y-o-y to 1.65

billion (provisional) during 2016 with the top 10 States/UTs contributing about 84.2 per cent to the total

number of DTVs, as per Ministry of Tourism.

As per Ministry of Tourism, foreign tourist arrivals (FTAs) in India increased 19.5 per cent year-on-year

to 630,000 in May 2017. FTAs on e-tourist visa increased 55.3 per cent year-on-year to 68,000 in May

2017.

India's foreign exchange earnings (FEEs) through tourism increased by 32 per cent year-on-year to reach

US$ 2.278 billion in April 2017, as per data from Ministry of Tourism, Government of India.

India is expected to move up five spots to be ranked among the top five business travel market globally

by 2030, as business travel spending in the country is expected to treble until 2030 from US$ 30 billion in

2015. #

International hotel chains will likely increase their expansion and investment plans in India, and are

expected to account for 50 per cent share in the Indian hospitality industry by 2022, from the current 44

per cent.*

Investments

The tourism and hospitality sector is among the top 10 sectors in India to attract the highest Foreign

Direct Investment (FDI). During the period April 2000-March 2017, the hotel and tourism sector attracted

around US$ 10.14 billion of FDI, according to the data released by Department of Industrial Policy and

Promotion (DIPP).

With the rise in the number of global tourists and realising India’s potential, many companies have

invested in the tourism and hospitality sector. Some of the recent investments in this sector are as follows:

MakeMyTrip raised US$ 330 million from Ctrip.com International Ltd, Naspers Ltd and few undisclosed

investors, in a bid to withstand competition in the ticketing segment.

MakeMyTrip has agreed to buy Ibibo Group’s India travel business at a deal value of US$ 720 million,

thus creating India’s largest online travel firm with a value of US$ 1.8 billion, as estimated by Morgan

Stanley.

Yellow Tie Hospitality Management Llp, specialising in franchise management of food and beverages

firms, plans to invest up to US$ 15-20 million in five restaurant ventures of celebrity chef MrbHarpal

Singh Sokhi, with the aim to have 250 outlets under these brands by 2020.

Chaudhary Group (CG) Hotels & Resorts aims to have 200 hotels operational by 2020.

DineEquity Incorporation has signed a franchisee partnership deal with food services firm Kwal’s Group,

in order to enter the Indian markets with their breakfast chain IHOP.

15

As per industry experts, mid-hotel segment in India is expected to receive investments of Rs 6,600 crore

(US$ 990 million) excluding land over next five years, with major hotel chains like Mariott, Carlson

Rezidor and ITC planning to set up upscale, budget hotels in state capitals and tier-II cities.

Hyatt Hotels Corporation has outlined plans of bringing its Hyatt Centric brand to India soon along with

three new hotels in Kochi, Rameswaram and Hyderabad by 2017.

Vatika Hotels Pvt Ltd has raised Rs 495 crore (US$ 74.25 million) in debt from Axis Bank Ltd to expand

its hotels and quick-service restaurant chain besides its business centres.

AccorHotels, a French multinational hotel group, plans to expand its footprint in Guwahati and Kolkata

by adding more 550 rooms to its portfolio of hotels in the next three years.

Government Initiatives

The Indian government has realised the country’s potential in the tourism industry and has taken several

steps to make India a global tourism hub.

In the Union Budget 2017-18, the Government of India announced some initiatives to give a boost to the

tourism and hospitality sector such as setting up of five special tourism zones, special pilgrimage or

tourism trains and worldwide launch of Incredible India campaign among others.

Some of the major initiatives taken by the Government of India to give a boost to the tourism and

hospitality sector of India are as follows:

The Ministry of Environment, Forest and Climate Change, Government of India, is planning to revise

India's coastal regulation norms aimed at opening up the 7,500 km long coastline for developmental

activities like tourism and real estate.The Central Government has taken a number of steps for smooth

transitioning to cashless mode of payment to ensure that no hardship is faced by the tourists and the

tourism industry remains unaffected from government's demonetisation move.

A Tripartite Memorandum of Understanding (MoU) was signed among the Indian Ministry of Tourism,

National Projects Construction Corporation (NPCC), National Buildings Construction Corporation

(NBCC) and Government of Jammu and Kashmir for the implementation of tourism projects in Jammu

and Kashmir.

Source: https://www.ibef.org/industry/tourism-hospitality-india.aspx

Opportunities, Threats and Risks

The hospitality industry faces a unique set of risk management challenges as it strives to provide the

services and amenities that guests demand for their travels and vacations. For hotels, motels, resorts and

casinos, the risks encompass everything from slip and-fall incidents to food-borne illness, transportation

liabilities and cyber threats. Some risks are heightened by the typically high turnover of employees and

large numbers of part-time workers within the industry.

Outlook

In the long term, the demand-supply gap in India is very real and that there is need for more hotels in

most cities. The shortage is especially true within the budget and the mid market segment. There is an

urgent need for budget and mid market hotels in the country as travelers look for safe and affordable

accommodation.

Human Resources

Industrial relations remained normal at the Resort as well as at Head Office.The company is investing

regularly in training of manpower as a priority activity.Various steps are initiated to keep the motivation

level high in the organization.

16

RISK & CONCERN

Industry Risk

General economic conditions

Hotel business in general is sensitive to fluctuations in the economy. The hotel sector may be unfavorably

affected by changes in global and domestic economies, changes in local market conditions, reduced

international or local demand for hotel rooms and associated services, competition in the industry and

other natural and social factors.

Risk against fire and earthquake due to natural hazardous

Risk against fire and earthquake are common risk attached to any hotel / resort especially in the hill areas.

Management has taken reasonable steps to counter of the risk and has also taken comprehensive all risk

insurance policies which covers Company’s assets against all risks.

Competition

To meet competition, Company follows aggressive pricing policy for the group bookings and also follows

practice of giving special discounts to customers.

COMPLIANCE OF VARIOUS STATUTORY AND LEGAL REQUIREMENTS

The Company is subject to compliance of various statutory and legal requirements under different laws in

force. The Company adheres to the statutory requirements and regularly reviews the compliance to

overcome such risk.

INTERNAL CONTROL SYSTEM AND ADEQUACY

Company’s internal control system and procedures are adequate. The systems, procedures, checks and

controls are routinely tested and certified by our Statutory Auditors.

Internal control systems and their adequacy

Your Company has reviewed internal controls and its effectiveness through the internal audit process. The

focus of these reviews is as follow:

� Identify weaknesses and areas of improvement � Compliance with defined policies and processes � Safeguarding of tangible and intangible assets � Management of business and operational risks � Compliance with applicable statutes

The Audit Committee of the Board oversees the adequacy of the internal control environment through

regular reviews.

Going Concern

In the opinion of the Directors, the Company will be in a position to carry on its existing activities and

accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

CAUTIONARY STATEMENT

The statement made in this report describing the Company’s expectations and estimations may be a

forward looking statement within the meaning of applicable securities laws and regulations. Actual

results may differ from those expressed or implied in this report due to the influence of external and

internal factors which are beyond the control of the Company.

17

BY ORDER OF THE BOARD OF DIRECTORS

For WOODSVILLA LIMITED

Sd/-

Sd/-

MEENA AGGARWAL VIPIN AGGARWAL

DATE:26th

August,2017

DIRECTOR &

CHIEF EXECUTIVE OFFICER

DIRECTOR

PLACE: New Delhi

DIN: 00084504 DIN: 00084395

18

DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting the29thAnnual Report of the Company together with audited

statements of accounts for the financial year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2016-17 are given hereunder:

(Rs)

Particulars Stand Alone

31.03.2017

(In Rs.)

31.03.2016

(In Rs.)

Net Sales/Income from Operations 89,25,333 8,871,876

Other Income 1,54,158 490,114

Total Income 90,79,491 9,361,990

Profit before Interest, Depreciation & Tax 11,49,927 11,92,383

Less: Finance Cost 17,891 4062

Gross Profit (PBD) 11,32,036 11,88,321

Less: Depreciation 6,82,344 746868

Profit before Tax 4,49,691 441453

Deferred Tax (43,513) (63491)

Net Profit after tax(Balance carried to the Balance Sheet) 4,93,204 504944

EPS (Basic) 0.16 0.17

(Diluted) 0.16 0.17

DIVIDEND

In order to meet the future requirements of the Company, your Directors have decided not to recommend

dividend for the Financial Year 2016-17.

OPERATIONS

During the year under review, the revenue from operations increased to Rs.89,25,333 as against

Rs.88,71,876 in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

19

As required under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 and

Circular/Notifications/ Directions issued by Reserve Bank of India from time to time, theManagement

Discussion and Analysis of the financial condition and result of operations of the Company for the year

under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance as required under SEBI (Listing Obligation and Disclosure

Requirements) Regulation 2015, forms part of the Annual Report.

A Certificate from N. K. Gupta, MANV & Associates, Chartered Account confirming compliance with

the conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligation and

Disclosure Requirements) Regulation 2015, also forms part of the Annual Report.

FINANCE

(i) Share Capital

The paid-up Share Capital as on 31st March, 2017 was Rs. 30,070,000. During the year under review, the

Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

During the year no allotment has been made.

(ii) Public Deposits The Company has not accepted any Public Deposit during the year. (iii) Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the

Companies Act, 2013 are given in the Notes to the Financial Statements.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2016-17, Four (4) Board Meetings were held on30.05.2016, 12.08.2016,

14.11.2016 and 13.02.2017. The maximum interval between any two meetings was not more than 120

days. Details of attendance of each Director in the meeting held during the financial year are provided in

the “Report on Corporate Governance”, a part of this Annual Report.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and

Disclosure Requirements) Regulation 2015, the Board re-constituted some of its Committees. The

Committees are as follows:

� Audit Committee

� Nomination and Remuneration Committee

� Stakeholders’ Relationship Committee

� Risk Management Committee

Details of the said Committees along with their charters, composition and meetings held during the year,

are provided in the “Report on Corporate Governance”, a part of this Annual Report.

20

DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Cessation

During the year under review, Ms. Ishleen Kaur resigned from in November,2016 from the post

ofCompany Secretary of the Company. The Board placed on its records herappreciation for the valuable

contribution provided by her.

b. Retire by Rotation

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Vipin

Aggarwal, being Executive Director, retires by rotation and being eligible offers himself for

reappointment at the ensuing Annual General Meeting. The Board recommends his appointment.

c. Appointment of Women Director

With coming into force of the provisions of Companies Act, 2013, the Board had already appointed Ms.

Meena Aggarwal as Women Director of the Company.

d. Appointment of Independent Directors

During the period under review, no Independent Director was appointed in the Company.

e. Key Managerial Personnel

Appointment

� During the year under review, Ms. Swarna was appointed as Compliance Officer & Company

Secretary of the Company w.e.f.1st February,2017.

� During the year under review,Mrs .Meena Aggarwal, Chief Executive Officer ;Mr.SyedNawazish

Husain Zaidi, Chief Financial Officer; and Ms. Swarna, Compliance officer & Company

Secretary were designated as the Key Managerial Personnel of the Company pursuant to the

requirements of the applicable provisions of Companies Act, 2013 read with its Rules, by the

Board of Directors and their terms and conditions of the appointment and remuneration was

considered by the Board.

BOARD’S INDEPENDENCE

Our definition of ‘Independence’ of Directors is derived from SEBI (Listing Obligation and Disclosure

Requirements) Regulation 2015 and Section 149(6) of the Companies Act, 2013. Based on the

confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed,

the following Non- Executive Directors are Independent in terms of SEBI (Listing Obligation and

Disclosure Requirements) Regulation 2015 and Section 149(6) of the Companies Act, 2013 :-

1. Deepak Gupta : (DIN 01043185)

2. Sanwar Mal Saini ;( DIN 00883025)

3. Amod Pal Singh; ( DIN 01913429)

4. Surinder Kumar Sareen (DIN: 03619217)

5.Dev kumar Bansal ( DIN :01023668)

21

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by

them, your Directors make the following statements in terms of the section 134(3)(c) of the Companies

Act, 2013:

(i) that in the preparation of the annual financial statements for the year ended March 31, 2017, the

applicable accounting standards have been followed along with proper explanation relating to material

departures, if any;

(ii) that such accounting policies, as mentioned in Note 2 of the Notes to the Financial Statements,

have been selected and applied consistently and judgments and estimates have been made that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March

31, 2017 and of the profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records

in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate

and were operating effectively;

(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place

and were adequate and operating effectively.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION &

EVALUATION OF BOARD AND COMMITTEE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure

Requirements) Regulation 2015, Policy on Nomination and Remuneration of Directors, Key Managerial

Personnel, Senior Management and other employees has been formulated including criteria for

determining qualifications, positive attributes, Independence of a Director and other matters as required

under the said Act.

The evaluation framework for assessing the performance of Directors comprises of the following key

areas

� Expertise;

� Objectivity and Independence;

� Guidance and support in context of life stage of the Company;

� Understanding of the Company’s business;

� Understanding and commitment to duties and responsibilities;

� Willingness to devote the time needed for effective contribution to Company;

� Participation in discussions in effective and constructive manner;

� Responsiveness in approach;

� Ability to encourage and motivate the Management for continued performance and success;

22

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board

of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

Accordingly a process of evaluation was followed by the Board for its own performance and that of its

Committees and individual Directors and also the necessary evaluation was carried out by Nomination

and Remuneration Committee and Independent Director at their respective meetings held for the purpose.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2016-17. All Related Party

Transactions entered into in the past were on an arm’s length basis and were in the ordinary course of

business. There are no materially significant Related Party Transactions made by the Company with

promoters, directors, Key Managerial Personnel or other designated persons which may have potential

conflict with the interest of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related

Party Transactions. The Policy envisages the procedure governing related party transactions required to

be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the

Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting

requirements.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis,

specifying the nature, value and terms & conditions of the transactions. The statement is supported by a

certificate from the CFO.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.The Related

Party Transactions Policy as approved by the Boardis uploaded on the Company’s

websitehttp://www.woodsvilla.in/related_party_trans_policy.html

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as

Annexure 1 to this Director’s Report.

STATUTORY AUDITORS & THEIR REPORT

Comments of the Auditor in their report and the notes forming part of the Accounts are self-explanatory

and need no comments since there are no qualifications, reservations or adverse remarks.

Your directors recommend the ratification of the appointment of M/s MANV &Associates from the

conclusion of forthcoming Annual General Meeting till the conclusion of the next Annual General

Meeting thereafter, as Statutory Auditors of the company.

No frauds has been reported by the Auditor under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the

Company had appointed M/s. Kundan Agarwal & Associates, Practicing Company Secretaries, to

undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit

Report for financial year 2016-17, has been appended as Annexure 2 to this Report.

23

The Auditor’s Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of Companies Act 2013 and rules made thereunder, the company

had appointed AVSG & CO, Chartered Accountants, ( FRN 027808N). as an Internal Auditor for the

Financial Year 2017-2018.

PARTICULARS OF EMPLOYEES

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF

THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. The ratio of the remuneration of each Director of the Company to the median remuneration of the employees of the Company for the financial year 2016-17: None of the Directors is drawing remuneration from the Company. 2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: There is no change in the salary of CFO.

* The Company Secretary, has been appointed on 1st February, 2017, and has been paid a Total

Salary of Rs. 41,290

3. The percentage increase in the median remuneration of employees in the financial year 2016-17: 7%. 4. The number of permanent employees on the rolls of company: 16 5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the

last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The Average salaries of the employees other than Key Managerial Personnel increased by

approx. 14.66% in the financial year 2016-17. There is no change in Average salaries of the Key

Managerial Personnel in the financial year 2016-17.

6. It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for

Directors, Key Managerial Personnel and other Employees

Your Company’s Policy on Director’s, KMPs & Other Senior Employees appointment & remuneration is attached above as Annexure 1. The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial

Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of

Rs.1.02 crore per year or Rs 8.5 lacs per month to be disclosed in the Report of Board of Directors are not

applicable to the Company as none of the employees was in receipt of such remuneration during the

financial year 2016-17.

24

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,

EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE

INFLOW/OUTFLOW, ETC.

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the

Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is applicable to the Company

The Company makes all efforts towards conservation of energy, protection of environment and ensuring

safety.

There are no earnings and outgoing Foreign Exchange during the year under review.

VIGIL MECHANISM

Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism’ for directors and

employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected,

fraud or violation of the Company’s code of conduct policy and provides safeguards against victimization

of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit

Committee. The said policy has been uploaded on the website of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the

Company which have occurred between the end of the financial year of the Company to which the

financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANY’S OPERATIONS IN FUTURE

There have been no significant and material orders passed by the regulators or courts or tribunals

impacting the going concern status and company’s operations in future.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a

mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks

identified by the businesses and functions are systematically addressed through mitigating actions on a

continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit

Committee and the Board of Directors of the Company. The Company’s internal control systems are

commensurate with the nature of its business and the size and complexity.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention,

Prohibition & Redressal ) Act 2013 read with Rules thereunder, the Company has not received any

complaint of sexual harassment during the year under review.

25

ACKNOWLEDGEMENT

We are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange

Board of India, the Stock Exchanges, and other regulatory authorities for their valuable guidance and

support and wish to express our sincere appreciation for their continued co-operation and assistance. We

look forward to their continued support in future.

We wish to thank our bankers, investors, rating agencies, customers and all other business associates for

their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the employees whose commitment, co-

operation, active participation, dedication and professionalism has made the organization’s growth

possible.

Finally, the Directors thank you for your continued trust and support.

Sd/-

Sd/-


DATE:26th

August,2017

DIRECTOR &


DIRECTOR

PLACE: New Delhi

DIN: 00084504 DIN: 00084395

26

ANNEXURE “1” TO DIRECTORS’ REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

S.

No.

Name and Description of main

products / services

NIC Code of the

Product/ service

% to total turnover of the

company

1. Hospitality and Tourism 55101 94.76%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.

No.

Name and Address of the company CIN % of

shares

held

Applica

ble

Section

Not Applicable

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF

TOTAL EQUITY)

i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the

year

%

Chang

e

i) CIN : L55101DL1994PLC030472

ii) Registration Date : 01.03.1994

iii) Name of the Company : Woodsvilla Limited

iv) Category / Sub-Category of the Company : Company Limited by Shares

v) Address of the Registered office and contact

details

: E-4, IInd Floor, Defence Colony, New Delhi-110024

Ph: 011-41552060

vi) Whether listed company : YES

vii) Name, Address and Contact details of Registrar

and Transfer Agent, if any

: Mas Services Limited

T-34, 2nd Floor, Okhla Industrial Area, Phase - II

New Delhi - 110 020

Tel. No.: 011-26387281/82/83

Fax No.: 011-26387384

27

durin

g the

year

Demat Physic

al

Total % of

total

Shares

Demat Physi

cal

Total % of

total

Share

s

A. Promoters

1. Indian

a) Individual/ HUF

2122300 - 2122300 70.58

2122300 - 2122300 70.58 N.A

b) Central Govt

-- -- -- -- -- -- -- -- --

c) State Govt(s)

-- -- -- -- -- -- -- -- --

d) Bodies Corp.

-- -- -- -- -- -- -- -- --

e) Banks / FI

-- -- -- -- -- -- -- -- --

f) Any Other

-- -- -- -- -- -- -- -- --

Sub-total (A) 1

2122300 - 2122300 70.58

2122300 - 2122300 70.58 N.A

2. Foreign

a. NRIs-Individuals

-- -- -- -- -- --

b. Other-Individuals

-- -- -- -- -- -- -- --

c. Bodies Corp.

-- -- -- -- -- -- -- --

d. Banks / FI -- -- -- -- -- -- -- --

e. Any Other

Sub-total (A) 2

2122300 - 2122300 70.58

2122300 - 2122300 70.58 N.A

B. Public

Shareholding

1. Institutions

a. Mutual Funds

b. Banks/FI

c. Central Govt.

-- -- -- -- -- -- -- -- --

d. State Govt (s)

e. Venture Capital Funds

f. Insurance

28

Companies

g. FIIs

h. Foreign Venture Capital Funds

-- -- -- -- -- -- -- -- --

i. Others (specify)

Sub-total (B) 1

-- -- -- -- -- -- -- -- --

2. Non-

Institutions

a. Bodies Corp.

b. Individuals

i. Individual shareholders holding nominal share capital upto Rs.1 lakh

636000 636000 21.15 681100 - 68110

0 22.65 1.50

ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh

219500 219500 7.29 175900 - 17590

0

5.85 (1.45)

c. Others i. NRI ii.Clearing Members iii. Trust

29200 -- 29200 .97 27700 -- 27700 .92 (.05)

Sub-total (B) 2

884700 - 884700 29.42 884700 - 88470

0

29.42 -

Total Public

Shareholding

(B) =

(B) 1+(B) 2

884700 - 884700 29.42 884700 - 88470

0

29.42

C. Shares held

by Custodian

for GDRs &

ADRs

-- -- -- -- - -- -- --

Grand Total

(A+B+C)

300700

0

3007000 - 3007000 30070

00

100 -

29

ii) Shareholding of Promoters

S.

No.

Shareholders Name Shareholding at the beginning

of the year

Share holding at the end of the

year

No.

of

Shares

% of

total

Shares

of the

compa

ny

%of

Shares

Pledged

/

encumb

ered to

total

shares

No.

of Shares

% of

total

Share

s of

the

comp

any

%of

Shares

Pledged /

encumbe

red to

total

shares

%

change

in share

holding

during

the year

1. Vipin Aggarwal HUF 501870 16.69 NA 501870 16.69

NA NIL

2. Meena Aggarwal 806030 26.80 NA 806030 26.80

NA NIL

3. Gunjan Aggarwal 46880 1.55 NA 46880 1.55

NA NIL

4. Aadeesh Aggarwal 41320 1.37 NA 41320 1.37

NA NIL

5. Vipin Aggarwal 726200 24.15 NA 726200 24.15

NA NIL

iii) Change in Promoters' Shareholding ( please specify, if there is no change)

SI. No. Shareholding at the beginning of the year

Cumulative Shareholding during the year

1. Vipin Aggarwal No. of shares % of total shares of the company

No. of shares

% of total shares of the Company

At the beginning of the year 726200 24.15 726200 24.15

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity, etc.)

No change during the year

At the End of the year 726200 24.15 726200 24.15



2 Vipin Aggarwal (HUF) No. of shares % of total shares of the company

No. of shares





30




3 Meena Aggarwal No. of shares % of total shares of the Company

No. of shares








4 Gunjan Aggarwal No. of shares % of total shares of the company

No. of shares








5. Adeesh Aggarwal No. of shares % of total shares of the company

No. of shares






iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs

and ADRs)

31

S.

No.

Shareholding at the beginning

of the year

Shareholding at the end of

the year

For each of Top 10

Shareholders

No. of shares % of total

shares of the

company

No. of shares % of

total

shares of

the

Company

1. I.P.SINGH/MANJU SINGH 100000 3.32 100000 3.32

2. ROOPALI KUDSIA 75900 2.52 75900 2.52

3. TRADEWELL PORTFOLIOS

PRIVATE LTD

19000 0.63 19000 0.63

4. MANOJAGARWAL 18600 0.61 18600 0.61

5. NARINDERJIT SINGH 12500 0.41 12500 0.41

6. KULBIR SINGH KHARBANDA 12500 0.41 12500 0.41

7. ARUN AGGARWAL 10000 0.33 10000 0.33

8. M/S. HIGH GROWTH

SECURITIES

10000 0.33 10000 0.33

9. UMESH KHARIWALA 8100 0.26 8100 0.26

10. CHD EXPORTS PRIVATE

LIMITED

7900 0.26 7900 0.26

v) Shareholding of Directors and Key Managerial Personnel



1 Meena Aggarwal ( Chief Executive Officer)

No. of shares % of total shares of the Company

No. of shares








2. Vipin Aggarwal No. of shares % of total shares of the company

No. of shares



32






3. Mr. Sanwar Mal Saini Independent Director

No. of shares % of total shares of the company

No. of shares


At the beginning of the year

NIL


At the End of the year



4. Mr. Deepak Gupta Independent Director


No. of shares




NIL




5. Mr. Amod Pal Singh Independent Director


No. of shares




NIL




6. Mr. Surinder Kumar Sareen Independent Director


No. of shares



33


NIL




8. Swarna Company Secretary


No. of shares

% of total shares of the company


NIL





9. Syed Nawazish Husain Zaidi Chief Financial Officer

No. of shares % of total shares of the Company

No. of shares

% of total shares of the company


NIL



V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in Rs.)

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of

the financial year

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

-- 455,554

--

455,554

Total (i+ii+iii)

-- 455,554

--

455,554

34

Change in Indebtedness during

the financial year

• Addition

• Reduction

-- 200000

-- 200000

Net Change

-- 200000

-- 200000

Indebtedness at the end of the

financial year

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

-- 255,554 --

255,554

Total (i+ii+iii)

--

255,554 --

255,554

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Reuneration to Managing Director, Whole-time Directors and/or Manager

B. Remuneration to other Directors

Independent Directors

S. No. Particulars of Remuneration Name of Directors Total

Amount

(in Rs.)

S. No. Particulars of Remuneration Name of CEO/MD/WTD/Manger Total Amount

(in Rs.)

1. Gross salary (a) Salary as per provisions

contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

NIL

2. Stock Option

3. Sweat Equity

4. Commission

• As a % of profit

• Others, specify

5. Others

TOTAL (A)

Ceiling as per the Act

35

1. • Fee for attending Board/Committee Meetings

• Commission

• Others, please specify

No Director is drawing any remuneration from the Company

TOTAL 1

Other Non-Executive Directors

S. No. Particulars of Remuneration Name of Directors Total

Amount

(in Rs.)

2.

• Fee for attending Board/Committee Meetings

• Commission

• Others, please specify

No Director is drawing any remuneration from the Company

TOTAL 2

TOTAL (B) = 1+2

Total Managerial

Remuneration

Overall Ceiling as per the Act

C. Remuneration To Key Managerial Personnel other Than MD/Manager/WTD

S.

No.

Particulars of Remuneration Company

Secretary

Company

Secretary

Chief Financial Officer

ISHLEEN KAUR

(uptoNovember

2016)

SWARNA

(w.e.f1st

February,2017)

SYED NAWAZISH

HUSAIN ZAIDI

1. Gross salary (a) Salary as per provisions

contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

1,25,000

41,290

3,18,000

-- --

-- --

2. Stock Option -- --

3. Sweat Equity -- --

4. Commission

• As a % of profit

• Others, specify

-- --

-- --

5. Others, please specify -- --

TOTAL 1,25,000 41,290 3,18,000

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of

the

Companies

Act

Brief

Description

Details of Penalty/

Punishment/

Compounding fees

imposed

Authority (RD/

NCLT/ Court)

Appeal

made, if

any

36

A. COMPANY

Penalty

None Punishment

Compounding

B. DIRECTORS

Penalty

None Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

None Punishment

Compounding

Sd/-

Sd/-


DATE:26th

August,2017

DIRECTOR &


DIRECTOR

PLACE: New Delhi

DIN: 00084504 DIN: 00084395

37

Annexure 2 to Directors’ Report

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To The Members

M/s Woodsvilla Limited E-4 2nd Floor, Defence Colony New Delhi -110024 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Woodsvilla Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. We report that: a) Maintenance of secretarial record is the responsibility of the management of the Company. Our

responsibility is to express an opinion on these secretarial records based on our audit. b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. We have not verified the correctness and appropriateness of the financial records and Books of the Company.

c) Where ever required, we have obtained the Management representation about the compliances of laws, rules and regulations and happening of events etc. The compliance of the provisions of the Corporate and other applicable laws, rules, regulations, standards is the responsibility of management.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and

other records maintained by the company and also the information provided by the Company, its officers,

agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our

opinion, the company has, during the audit period covering the financial year ended on 31st March, 2017

(‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has

proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to

the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained

by the Company for the financial year ended on 31st March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

38

(Secretarial Audit Report for F.Y 2016-2017 for M/s Woodsvilla Limited)

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’): —

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India

(Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

(vi) Indian Stamp Act, 1899;

(Vii) Indian Contract Act, 1872;

(viii) Income Tax Act, 1961 and indirect tax laws;

(ix) Central Excise and Service Tax Act;

(x) Central and State Sale Tax/Value Added Tax Laws;

(xi) Applicable Labour Laws; and

(xii) Other applicable Laws;

Having regard to the compliance system prevailing in the Company and on the basis of presentation and

Reports made by Compliance Auditors and Internal Auditors of the Company, we further report that the

Company has adequate system to ensure the compliance of the other applicable laws specifically to the

Company.

39

(Secretarial Audit Report for F.Y 2016-2017 for M/s Woodsvilla Limited)

We have also examined compliance with the applicable clauses of the following:

• Secretarial Standards issued by The Institute of Company Secretaries of India.

• Listing Agreements with Stock Exchanges in India.

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc.

We further report that

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors. The changes in the composition of the Board of

Directors that took place during the period under review were carried out in compliance with the provisions

of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were generally sent at least seven days in advance, and a system exists for seeking and obtaining

further information and clarifications on the agenda items before the meeting and for meaningful

participation at the meeting.

• All decisions at Board Meetings and Committee Meetings are carried out by majority as recorded in the

minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that based on the information received and records maintained there are adequate

systems and processes in the Company commensurate with the size and operations of the company

to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For KundanAgrawal& Associates

Company Secretaries

Place: Delhi

Date: 10/07/2017

Sd/-

KundanAgrawal

Company Secretary

Membership No. 7631

C.P. No. 8325

40

(Annexure-3 to Directors’ Report)

REPORT ON CORPORATE GOVERNANCE

Introduction

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015(“the Listing Regulations”)

lists down various corporate governance related practices and requirements, which listed Companies are

required to adopt and follow. This Report outlines the governance practices followed by the Company in

compliance with the said requirements of the Listing Regulations.

Company’s philosophy on Code of Corporate Governance

The principles of Corporate Governance and the Code of Business Conduct & Ethics are the cornerstones

of your Company. Your Company has consistently striven to implement best corporate governance

practices reflecting its strong value system and ethical business conduct. The Company’s philosophy on

Corporate Governance envisages attainment of highest levels of transparency, accountability and integrity

in the functioning of the Company with a view to create value that can be sustained continuously for the

benefit of its stakeholders. All employees are bound by a Code of Conduct that sets forth Company’s

policies on important issues including our relationship with consumers, shareholders and Government.

Board of Directors

The Board of Directors includes the Executive, Non-Executive and Independent Directors so as to ensure

proper governance and management.

The Corporate Governance principles of the Company have been formulated to ensure that the Board

remains informed, independent and participates actively in the affairs of the Company. The Company also

strives to enhance stakeholders’ value by taking measures to continuously improve Corporate Governance

standards.

The Directors atWoodsvilla Limited possess the highest personal and professional ethics, integrity and

values and are committed to represent the long-term interest of the stakeholders.

The Company’s Corporate Governance framework is based on having a composition wherein a majority

of Directors are Independent Board Members. Further, the constitution of Board Committee meet all

statutory requirements of various regulatory authorities including the Reserve Bank of India, SEBI and

MCA, and committees are chaired by Independent Directors, wherever required by law. Committees have

been suitably constituted for significant and material matters and also have a blend of Executive

Management Members to assist the Committees.

The Board plays an effective supervisory role through the above governance framework.

41

Composition of the Board

During the year under review, the Board of Directors of the Company had an optimum combination of

Professional and Independent Directors with excellent knowledge and experience in various fields

relating to the business activities of the Company.

As at March 31st, 2017, the Board of Directors of the Company consisted of2 (Two) Executive Director

and 5 ( Five) Independent Director .

None of the Directors hold directorship in more than ten public limited companies or act as an

Independent Director in more than seven Listed Companies.None of the Directors acts as a member of

more than ten or Chairman of more than five Committees as on March 31, 2017 across all public limited

companies in which they are Directors.

The details of the number of Board and General Meeting(s) attended by each Director during the year

ended March 31, 2017 and Directorship and/or Membership/Chairmanship of the Committees of Board

(except private companies, Non Profit companies and foreign companies) held by each of them as on

March 31, 2017, are given below:

C .Composition of the Board:

Name of

Director

Category

No. of Board

Meetings

during 2016-

17

Whether

attended

the last

AGM

No. of other

Directorships

No. of

committee

positions held

(includingco

mpany)

Held

Attend

ed

MeenaAggarwa

l

Non

Independent ,

Executive

Director

4 4 YES 18 -

VipinAggarwal Non

Independent ,

Executive

Director

4 4 YES 15 3

Sanwar Mal

Saini

Independent ,

Non

Executive

Director

4 4 YES 6 3

Surinder

Kumar Sareen

Independent ,

Non

Executive

Director

4 4 YES - 2

42

Dev Kumar

Bansal

Independent ,

Non

Executive

Director

4 4 YES 7 3

Amod Pal Singh Independent ,

Non

Executive

Director

4 4 YES 3 1

Deepak Gupta Independent ,

Non

Executive

Director

4 4 YES 5 2

#Mrs. Meena Aggarwal is the spouse of Mr. Vipin Aggarwal and no other Director is related to each other

#No Independent Director of the Company holds any shares or securities of the Company

D. Number of Board Meetings:

During the financial year 2016-17, Four (4) Board Meetings were held on 30.05.2016, 12.08.2016,

14.11.2016 and 13.02.2017. The maximum interval between any two meetings was not more than one

hundred and twenty days.

E. Information supplied to the Board:

The Board of Directors has complete access to any information within the Company. At the Board

Meetings, directors are provided with all relevant information on important matters, working of the

Company as well as all related details that require deliberations by the members of the Board.

Information regularly provided to the Board inter-alia include:

� Annual operating plans, budgets & updates;

� Expansion/capital expenditure plans & updates;

� Production, sales & financial performance data;

� Business-wise operational review;

� Quarterly and annual financial results with segment-wise information;

� Minutes of the meetings of the Audit and other committees as well as circular resolutions

passed;

� Significant initiatives and developments relating to labour/human resource relation and/or

problems and their proposed solutions;

� Information on recruitment and remuneration of senior officers just below the Board

level, including appointment or removal of Chief Financial Officer and Company

Secretary;

� Materially important show cause/demand/prosecution/penalty notices and legal

proceedings by or against the Company;

43

� Fatal or serious accidents or dangerous occurrences;

� Material default in financial obligations to and by the Company or substantial non-

payment for goods sold by the Company;

� Non-compliances of any regulatory or statutory provision or listing requirement on non-

payment of dividend or delay in share transfers;

� Compliance reports of all laws applicable to the Company;

� Details of any joint-venture or collaboration agreement;

� Transactions that involve substantial payment towards goodwill, brand equity or

intellectual property;

� Proposals for investments, divestments, loans, guarantees, mergers and acquisitions;

� Sale of material nature of investments, subsidiaries and assets which is not in the normal

course of business;

� Quarterly details of foreign exchange exposure and the steps taken by the management to

limit the risk of adverse exchange rate movement;

� Any other information which is relevant for decision-making by the Board.

F. Induction & Familiarization Programs for Independent Directors:

On appointment, the concerned Directors is issued a letter of Appointment setting out in detail, the terms

of appointment, duties and responsibilities. Each newly appointed Independent Director is taken through a

familiarization programme. The programs aim to familiarize the Directors with the Company, their role

and responsibilities, business model of the Company etc.

http://www.woodsvilla.in/familiriasation_programme.html

G. Performance Evaluation:

In compliance with the provisions of the Companies Act, 2013 and Listing Regulations, the Board during

the year adopted a formal mechanism for evaluation of its performances as well as that of its committees

and individual Directors, including the Chairman of the Board. A structured questionnaire was prepared

after taking into consideration inputs received from the Directors, covering various aspects of the Board’s

functioning such as adequacy of the composition of the Board and its Committees, Board culture,

execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the

Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution,

independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The

performance evaluation of the Chairman and the Non-Independent Directors was carried out by the

Independent Directors. The Directors expressed their satisfaction with the evaluation process.

H. Independent Directors’ Meeting:

In compliance with Section 149(8) of the Companies Act, 2013, read along with Schedule IV of the

Companies Act, 2013 and the Listing Regulations, the Independent Directors met on13th February,2017,

inter alia, to discuss:

a) Evaluation of the performance of non- Independent Directors and the Board as a whole;

44

b) Evaluation of the performance of the Chairperson of the company, taking into account the

views of executive directors and non-executive directors;

c) Evaluation of the quality, quantity and timeliness of flow of information between the

company management and the Board that is necessary for the Board to effectively and

reasonably perform their duties.

All the Independent Directors were present at the meeting.

I. Code of Conduct:

The Board of Directors of the Company have adopted Code of Business Conduct & Ethics. This Code is

based on three fundamental principles, viz. good corporate governance, good corporate citizenship and

exemplary conduct and is applicable to all the Directors and senior management personnel.

In terms of the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015,

the Code of Business Conduct & Ethics, as approved by the Board of Directors, has been displayed at the

website of the company, http://www.woodsvilla.in/ All the members of the Board and senior management

personnel have affirmed compliance with the Code for the year ended 31st March, 2017.

J. Declaration regarding compliance of Code of Conduct:

All the Board Members and senior management personnel of the Company have affirmed compliance of

the Code of Conduct for the year ended 31st March, 2017. A declaration to that effect signed by the

Chairman & Managing Director is attached and forms part of the Annual Report of the Company.

Committees of the Board

Under the aegis of the Board of Directors, several committees have been constituted which have been

delegated powers for different functional areas. The Audit Committee, Stakeholder Relationship

Committee, Nomination and Remuneration Committee and Corporate Social Responsibility (CSR)

Committee have been constituted pursuant to and in accordance with the provisions of Listing

Regulations, rules & regulations prescribed by Reserve Bank of India read with requirements of the

Companies Act, 2013 and other applicable laws.

(a) Audit Committee

Terms of Reference

The terms of reference of the Audit Committee has been revised in compliance with Companies Act,

2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 as amended from time

to time. In addition to the matters provided in SEBI (Listing Obligation and Disclosure Requirements)

Regulation 2015 and requirements of Section 177 of the Companies Act, 2013 and Reserve Bank of

India, the Committee reviews the reports of the Internal Auditors, periodically meets the Statutory

Auditors of the Company and discusses their findings observations, suggestions, scope of audit etc. and

also reviews internal control systems and accounting policies followed by the Company. The Committee

also reviews the financial statements with the management, before their submission to the Board.

45

The terms of reference of the Audit Committee of the Board of Directors of the Company, inter alia

includes;

1. Overseeing the Company’s financial reporting process and reviewing with the management, the

financial statement before submission to the Board for approval;

2. Recommending to the Board the appointment, re-appointment and replacement of the Statutory Auditor

and fixing their fees;

3. Reviewing the internal audit function of the Company; and

4. Such other matters as specified under SEBI (Listing Obligation and Disclosure Requirements)

Regulation 2015 and requirements of Section 177 of the Companies Act, 2013 and Reserve Bank of India

or as may be delegated by the Board of Directors of the Company.

Composition and Attendance of Meeting:

The Audit Committee comprises of following FourMembers and Threeof them are Independent Directors:

• - Chairman

• - Member

• – Member

All the Members of the Committee have vast experience and knowledge of finance, accounts and

corporate laws with the Chairman of the Committee being an eminent Chartered Accountant, who has

finance, accounting and taxation related expertise.

The quorum for the Meeting of the Audit Committee is as per applicable laws.

During the financial year 2016-17, Audit Committee met four (4) times30.05.2016, 12.08.2016,

14.11.2016 and 13.02.2017 and the attendance of the Directors on the above meetings was as follows:-

S. No. Name of Directors Category No. of meetings

held

No. of meetings

attended

1. Vipin Aggarwal Member 4 4

2. Sanwar Mal Saini Chairman 4 4

3. Dev Kumar Bansal Member 4 4

4. Amod Pal Singh Member 4 4

The Managing Director, Executive Director and other senior executives (when required) are invited to the

meetings. Representatives of the statutory auditors and internal auditors are also invited to the meetings,

when required. All the meetings are attended by the statutory auditors.

The Company Secretary acts as the Secretary of the Committee.

All the members of the Audit Committee were present at the last AGM of the Company.

All the recommendations of the Audit Committee during the year were accepted by the Board of

Directors.

46

Whistle Blower Policy

The Company has been formulated Whistle Blower Policy to establish a Vigil Mechanism for directors

and employees of the Company.

This Policy covers malpractices and events which have taken place, suspected to have taken place, misuse

or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence

causing danger to public health and safety, misappropriation of monies and other matters or activity on

account of which the interest of the company is affected and formally reported by whistle blowers. This

Policy is intended to encourage and enable employees to raise serious concerns within the Company prior

to seeking resolution outside the company.

The purpose and objective of this Policy is to provide a framework to promote responsible and secure

whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within

the Company. The Company encourages its directors and employees who have genuine concern about

suspected misconduct to come forward and express these concerns without fear of punishment or unfair

treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and directors to

report to the management concerns about unethical behavior, actual or suspected fraud or violation of the

Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of

employees and directors to avail of the mechanism and also provide for direct access to the Chairperson

of the Audit Committee in exceptional cases.

This policy, however, neither releases employees from their duty of confidentiality in the course of their

work nor can it be used as a route for raising malicious or unfounded allegations against people in

authority and/ or colleagues in general. It is affirmed that no personnel has been denied access to the

Audit Committee.

The Whistle Blower Policy of the Company has been uploaded and can be viewed on the Company’s

website http://www.woodsvilla.in/vigil_policy.html

(b) Nomination and Remuneration Committee:

In compliance with Section 178 of the Companies Act, 2013, read along with the applicable Rules thereto

and Regulation 19 of SEBI ( Listing Obligation and Disclosure Requirements) Regulation 2015, the

Board “Nomination and Remuneration Committee” and reconstituted the same consisting of four Non-

Executive Directors with two members, including Chairman, as Independent Directors.

The objective of this Policy is to lay down a framework and set standards in relation to nomination,

remuneration and evaluation of Directors, Key Managerial Personnel (KMP) and such other senior

management personnel as may be prescribed so as to achieve a balance of merit, experience and skills in

the organization.

The terms of reference of the committee inter alia, include the following:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial

Personnel and senior management personnel;

b) To evaluate the performance of the members of the Board as well as Key Managerial

Personnel and senior management personnel and to provide rewards linked directly to their

efforts, performance, dedication and achievement relating to Company’s operations;

47

c) To recommend to the Board on remuneration payable to the Directors, Key Managerial

Personnel and senior management personnel;

d) Assessing the independence of Independent Directors;

e) To make recommendation to the Board concerning any matters relating to the continuation in

office of any Director at any time including the suspension or termination of service of the

Managing/Whole-Time Directors, subject to the provision of law and their service contract;

f) To retain, motivate and promote talent and to ensure long term sustainability of talented

management personnel and create competitive advantage;

g) To devise a policy on Board diversity;

h) To develop a succession plan for the Board and to regularly review the plan.

The Nomination & Remuneration Committee comprised of the following directors of the Company:

Name Designation Whether Independent or Not

Mr. Deepak Gupta Chairman INDEPENDENT

Mr. VipinAggarwal Member NON- INDEPENDENT

Mr. Dev Kumar Bansal Member INDEPENDENT

Mr. Surinder Kumar

Sareen

Member INDEPENDENT

During the financial year 2016-17, the Nomination & Remuneration Committee met once, on 30THday of

January,2017. The attendance of the members of the Committee was as follows:-

Director No. of meetings held No. of meetings attended

Mr. Deepak Gupta 1 1

Mr. VipinAggarwal 1 1

Mr. Dev Kumar Bansal 1 1

Mr. Surinder Kumar Sareen 1 1

Appointment & Remuneration Policy:

A. Policy for appointment and removal of directors, KMP and senior management personnel

(i) Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and

experience of the person for appointment as director, KMP or senior management personnel

and recommend to the Board his/her appointment.

b) A person should possess adequate qualifications, expertise and experience for the

position he/she is considered for appointment. The Committee has discretion to decide

whether qualifications, expertise and experience possessed by a person is sufficient/

satisfactory for the concerned position.

48

c) The Company shall not appoint or continue the employment of any person as

Managing/Whole-time Director who has attained the age of seventy years, provided that the

term of the person holding this position may be extended beyond the age of seventy years

with the approval of the shareholders by passing a special resolution based on the explanatory

statement annexed to the notice for such motion indicating the justification for extension of

appointment beyond seventy years.

(ii) Term/Tenure

a) Managing Director/Whole-time Director

The Company shall appoint or re-appoint any person as its Non-Executive Chairman, Managing

Director or Whole-time Director for a term not exceeding five years at a time. No re-appointment

shall be made earlier than one year before the expiry of term.

b) Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of

the Company and will be eligible for re-appointment on passing of a special resolution by the

Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of upto a

maximum of five years each, but such Independent Director shall be eligible for appointment

after expiry of three years of ceasing to become an Independent Director, provided that the

Independent Director shall not, during the said period of three years be appointed in or be

associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director, it should be ensured that number of Boards

on which such Independent Director serves is restricted to seven listed Companies as an

Independent Director and three listed companies as an Independent Director in case such person

is serving as a Whole-time Director of a listed company or such other number as may be

prescribed under the Act.

c) Evaluation

The Committee shall carry out evaluation of performance of every Director, Key Managerial

Personnel and senior management personnel at regular intervals.

(iii) Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules &

Regulations thereunder, the Committee may recommend to the Board with reasons recorded in writing,

removal of a Director, Key Managerial Personnel or senior management personnel subject to the

provisions and compliance of the said Act, Rules & Regulations.

(iv) Retirement

The Directors, KMP and senior management personnel shall retire as per the applicable provisions of the

Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director,

49

KMP and senior management personnel in the same position/remuneration or otherwise even after

attaining the retirement age, for the benefit of the Company.

B. Policy for remuneration to directors, KMP and senior management personnel

(i) Remuneration to Managing/Whole-time Directors, KMP and senior management personnel

The remuneration/ compensation/ commission etc. to be paid to Managing/Whole-time Directors shall be

governed as per provisions of the Companies Act, 2013 and Rules made there under or any other

enactment for the time-being in force.

(ii) Remuneration to Non-Executive/ Independent Director

The non-executive Independent /Non-Independent Director may receive remuneration/ compensation/

commission as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject

to ceiling/limits as provided under the Companies Act, 2013 and Rules made thereunder or any other

enactment for the time being in force.

C. Details of remunerations paid to the Directors during the financial year 2016-17:

None of the Directors is getting remuneration from the Company.

(c) Stakeholders Relationship Committee:

The Board of Directors of the Company has reconstituted Shareholders Grievance Committee consisting

of the following Directors:

Mr. Surinder Kumar Sareen - Chairman

Mr. VipinAggarwal - Member

Mr. Sanwar Mal Saini - Member

Mr. Deepak Gupta - Member

The of the Committee is to consider and resolve the grievances of the security holders of the Company,

including complaints relating to transfer and transmission of securities, non-receipt of dividends, and such

other grievances as may be raised by the security holders from time to time.

No investor complaints were received and redressed during the year 2016-17. No meeting of the

Committee was held during the financial year 2016-17.

Annual General Meetings

The last three Annual General Meetings of the Company were as under:

Financial

Year

Date Time Place Special Resolution passed

2013-14

30.09.2014

10.00

A.M.

23, Radhe Mohan Drive,

FatehpurBeri, Mehrauli,

New Delhi-110074

50

Procedure for Postal Ballot

In compliance with Regulation 44 of the Listing Regulations read with Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 issued by the Securities and Exchange Board of India (“SEBI”) and Section 230(4) read with Sections 108, 110 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, the Company will provide facility for casting votes by way of e-voting or postal ballot or voting by poll at the meeting venue to all its members. The Company proposes to engage the services of National Securities Depository Limited (“NSDL’’) for the purpose of providing e-voting facility to all its members. The members will have the option to vote either by postal ballot or e-voting or voting by poll at the meeting. • The Notice will be sent to members in electronic form to the e-mail addresses registered with their depository participants (in case of electronic shareholding) / the Company’s Registrar and Share Transfer Agents (in case of physical shareholding). Physical copy of notice will be sent to the members (whose email is not registered). The Company will publish a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Companies Act, 2013 and other applicable rules and regulations. • Voting rights will be reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date decided. Members desiring to exercise their votes by physical postal ballot forms are requested to return the forms duly completed and signed, to the scrutiniser on or before the close of voting period. Members desiring to exercise their votes by electronic mode are requested to vote before close of business hours on the last date of e-voting. The scrutiniser shall submit his report to the Chairman, after the completion of scrutiny, and the consolidated results of the voting by postal ballot, e-voting and voting by poll will be announced by the Chairman. The results will also be displayed on the website of the Company i.e., besides being communicated to the Stock Exchanges The Company did not hold ExtraOrdinary General Meeting of the Shareholders.

Disclosures

(i) There were no transactions of material nature with the directors or the management or

their subsidiaries or relatives etc. during the year that had potential conflict with the interests of

the Company at large. The details of related party transactions have been reported in the Notes to

Accounts.

2014-15

30.09.2015

10.00

A.M.



New Delhi-110074

2015-16 23.09.2016 10.00A.

M.



New Delhi-110074

Adoption of new set of memorandum

of Association and Article of

Association

51

(ii) The financial statements have been prepared in compliance with the requirements of the

Companies Act, 2013 and in conformity, in all material respects, with the generally accepted

accounting principles and standards in India. The estimates/judgments made in preparation of

these financial statement are consistent, reasonable and on prudent basis so as to reflect true and

fair view of the state of affairs and results/operations of the Company.

(iii) The Company has been formulated Whistle Blower Policy to establish a Vigil

Mechanism for directors and employees of the Company and the details are provided in point no.

2 (a) of this report.

(iv) The Company has well-defined Risk Management Policies for each of the businesses,

duly approved by the Board, which are periodically reviewed to ensure that the executive

management controls risk by means of a properly defined framework.

(v) The Company has not raised any funds from the capital market (public/rights/preferential

issues etc.) during the financial year under review.

(vi) There was no instance of non-compliance of any matter relating to the capital markets by

the Company. No penalties or strictures have been imposed on the Company by the stock

exchanges, SEBI or any other statutory authorities on any matter relating to the capital market

during the last three years.

(vii) The details of the equity shares of the Company held by the Directors as on 31st March,

2017 are as under:

S.No. Name of the Director No. of shares held

1 Mr. Vipin Aggarwal 726200

2 Mr. Meena Aggarwal 806030

3 Mr. Dev Kumar Bansal Nil

4 Mr. Amod Pal Singh Nil

5 Mr. Surinder kumarSareen Nil

6 Mr. Deepak Gupta Nil

7 Mr. Sanwar Mal Saini Nil

(viii) The Company is complying with all mandatory requirements of Listing Regulations.

(ix) Details of non-compliance by the Company, penalties and strictures imposed on the

Company by the Stock Exchanges or SEBI or any statutory authority during last three years:

The Company has complied with all the requirements of the Listing Agreements with the Stock

Exchanges as well as regulations and guidelines of SEBI. No penalties have been imposed or

stricture has been issued by SEBI, Stock Exchanges or any Statutory Authorities on matters

relating to Capital Markets during the last three years.

52

Details of Compliance with discretionary requirements as specified in Part E of Schedule II of the

Listing Regulations: The status of compliance with discretionary requirements of Part E of

Schedule II of Listing Regulations is provided below:

• The Board: The Company has appointed an executive chairman, being the promoter of the

Company.

• Shareholders’ Rights:

• Modified opinion(s) in audit report: The Audit Reports on the Financial Statements for the year

ended March 31, 2017 do not contain any modified opinion.

• Separate posts of Chairman & CEO / Managing Director: As per the Articles of Association of

the Company and in accordance with the provisions of the Companies Act, 2013, the Company

continues to appoint one person as Chairman &CEO of the Company.

• Reporting of Internal Auditor: Independent Internal Auditor has been appointed and is reporting

directly to the Audit Committee.

Means of communication

The Quarterly, Half Yearly and Annual Results are communicated to the Bombay Stock Exchange,where

the Company’s shares are listed as soon as they are approved and taken on record by the Board of

Directors of the Company. Further, the quarterly and half-yearly results are published in leading

newspapers such as ‘Mint (English) and ‘Haribhoomi’(Hindi). The results are not sent individually to the

shareholders. The financial results are also displayed on the web-site of the Company at

http://www.woodsvilla.in/

Pursuant to circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by Securities &

Exchange Board of India (SEBI), the Company has maintained website namely http://www.woodsvilla.in/

providing the basic information about the Company such as details of our business, financial information,

shareholding pattern, compliance with corporate governance, company policies, contact information of

the designated officials of the Company who are responsible for assisting and handling investor

grievances, etc. The information provided on the website is being updated regularly.

The Company has an Investor Grievance Cell in the Share Department to redress the grievances/queries

of the shareholders. In order to redress shareholders’ queries and grievances, the Company has a separate

e-mail ID [email protected]

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms part of the Directors’ Report.

Auditors’ Certificate on Corporate Governance

53

A certificate has been obtained from the Auditors of the Company regarding compliance with the

provisions relating to Corporate Governance laid-down in SEBI (Listing Obligation and Disclosure

Requirements) Regulation 2015.

The same is annexed to this report as Annexure-1.

CEO/CFO Certification

The CEO and the CFO have issued certificate pursuant to the provisions of SEBI (Listing Obligation and

Disclosure Requirements) Regulation 2015 certifying that the financial statements do not contain any

untrue statements and these statements represent a true and fair view of the Company’s’ affair. The said

certificate is annexed as Annexure-2 and forms part of the Annual Report.

GENERAL SHAREHOLDERS INFORMATION

• Annual General Meeting:

Date 23rd September, 2017

Time 10.00 A.M.

Venue 23, Radhe Mohan Drive, FatehpurBeri, Mehrauli, New Delhi-110074

• Financial Calendar 2017-18(Tentative):The next financial year of the Company is April 01,

2017 to March 31, 2018.

Board Meetings to take on record

Financial results for Quarter ended

30.06.2017

Second week of August, 2017


30.09.2017

Second week of November, 2017


31.12.2017

Second week of February, 2018

Financial results for Quarter/year

ended 31.03.2018

Last week of May, 2018

Book Closure Date 17th Day of September,2017 to 23rd Day of

September,2017( Both day inclusive)

54

• Listing:

Sl. No.

Name & address of stock exchanges

1 Bombay Stock Exchange

(Dalal Street, Kala Ghoda, Mumbai, Maharashtra)

The Company has already paid annual listing fee for the year 2017-18 to the stock exchange.

• Stock Code:

� The Bombay Stock Exchange Ltd, : 526959

� Demat ISIN in NSDL : INE374J01012

Market Price Data:

The monthly high/low quotations of the equity shares traded at Stock Exchange, Mumbai and BSE

Sensex during the financial year 2016-17 are given below:

Month

BSE Sensex Share Price of the Company (Rs.)

High Low High Low

Apr-16 26100.54 24523.2 5.5 5.5

May-16 26837.2 25057.93 5.5 5.5

Jun-16 27105.41 25911.33 5.5 5.5

Jul-16 28240.2 27034.14 7.48 5.77

Aug-16 28532.25 27627.97 7.48 5.77

Sep-16 29077.28 27716.78 7.48 5.77

Oct-16 28477.65 27488.3 7.48 5.77

Nov-16 28029.8 25717.93 7.48 5.77

Dec-16 26803.76 25753.74 7.48 5.77

Jan-17 27980.39 26447.06 7.11 7.11

Feb-17 29065.31 27590.1 7.11 7.11

Mar-17 29824.62 28716.21 7.11 7.11

Source: BSE website: www.bseindia.com

55

• Share Transfer Agents and Demat Registrar:

The Company has appointed M/s MAS Services Ltd., New Delhi as the Registrar & Share Transfer

Agents for handling both physical share registry work and demat share registry work having their office

at:

Mas Services Limited

T-34, 2nd Floor, Okhla Industrial Area,

Phase - II,New Delhi - 110 020

Ph:- 26387281/82/83

Fax:- 26387384

email:- [email protected]

website :www.masserv.com

• Share Transfer System:

The transfers are normally processed within a period of 15 days from the date of receipt if the documents

are complete in all respects. Requests for dematerialization of shares are processed and confirmation is

given to the respective depositories i.e. NSDL and CDSL within 15 days. The connectivity with NSDL &

CDSL is maintained through M/s MAS Services Ltd. The Shareholders have the option to open account

with any of the depository participants registered with CDSL and NSDL. In the case of off-market/private

transactions involving transfer of shares in physical form, SEBI has made mandatory for the transferee(s)

to furnish copy of PAN card to the company/RTA. The shareholders/investors are advised to comply with

the same while filing transfer documents with the company/RTA.

0

5000

10000

15000

20000

25000

30000

35000

Ap

r-1

6

Ma

y-1

6

Jun

-16

Jul-

16

Au

g-1

6

Se

p-1

6

Oct

-16

No

v-1

6

De

c-1

6

Jan

-17

Fe

b-1

7

Ma

r-1

7

Ap

r-1

7

Ma

y-1

7

Jun

-17

Jul-

17

Au

g-1

7

Sensex High

Woodsvilla HIGH

Sensex Low

Woodsvilla LOW

56

• Distribution of Equity Shareholding:

(a) Shareholding Pattern as on 31st March, 2017

Category

No. of

shareholders

No. of shares % of

shareholding

Promoter holding

Individuals/HUF 5 2122300 70.58

Bodies Corporate - - -

Total Promoter holding 5 2122300 70.58

Non-promoter holding

Institutions/banks -

Bodies Corporate

Individuals 994 857000 28.50

NRIs/OBCs

Clearing members

Others (if any) 8 27700 .92

Total Non-promoter holding 1002 884700 29.42

Total

1007 3007000 100

(b) Distribution of shareholding as on 31st March, 2017

No. of Share held Shareholders Share Amount

Number % to Total In Rupees % to Total

1 TO 5000 799 79.345 1587000 5.278

5001 TO 10000 60 5.958 465000 1.546

10001 TO 20000 26 2.582 394000 1.310

20001 TO 30000 67 6.653 1669000 5.550

30001 TO 40000 4 0.397 140000 .466

40001 TO 50000 27 2.681 1323000 4.400

50001 TO 100000 12 1.192 884000 2.940

100001 AND ABOVE 11 1.092 23608000 78.510

Total 1006 100 30070000 100

• Dematerialization of Shares:

The Company has entered into an agreement with National Securities Depository Ltd. (NSDL) and

Central Depository Services (India) Limited to offer depository services to the shareholders. As on March

57

31, 2017, 3007000 equity shares equivalent to Rs. 3,00,70,000 of the shares of the Company have been

dematerialized. All the shares held by the promoters of the Company are in dematerialized form.

• Reconciliation of Share Capital Audit:

A qualified practicing Company Secretary carried out a Reconciliation of Share Capital Audit to reconcile

the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository

Services (India) Limited (CDSL) and the total issued and listed capital. The Secretarial Audit Report

confirms that the total issued / paid up capital is in agreement with the total number of shares in physical

form and the total number of dematerialized shares held with NSDL and CDSL.

• Outstanding GDR’s/ADR’s/Warrants etc.:

Not Applicable

• Address for correspondence:

(a) Regd. Office:

Woodsvilla Limited,

E-4, Defence Colony, New Delhi-110024

Email :[email protected]

Website: http://www.woodsvilla.in/

(b) Registrar & Share Transfer Agent:

Mas Services Limited

T-34, 2nd Floor, Okhla Industrial Area,

Phase - II, New Delhi - 110 020

Ph:- 26387281/82/83

Fax:- 26387384

email:- [email protected]

Website: www.masserv.com

Shareholders holding shares in electronic mode should address all their correspondence to their respective

Depository Participants.

For and on behalf of

Woodsvilla Limited

Sd/-

Meena Aggarwal

Chief Executive Officer

DIN: 00084504

58

ANNEXURE 1

AUDITORS’ CERTIFICATE REGARDING COMPLIANCE WITH THE CONDITIONS

OFCORPORATE GOVERNANCE UNDER SEBI (LISTING OBLIGATION AND DISCLOSURE

REQUIREMENTS) REGULATION 2015

To,

The Members of

Woodsvilla Limited

We have examined the compliance of conditions of corporate governance by Woodsvilla

Limited for the year ended March 31, 2017, as stipulated in clause 49 of the Listing

Agreement of the said Company with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the

management. Our examination was limited to procedures and implementation thereof,

adopted by the Company for ensuring the compliance of the conditions of the

Corporate Governance. lt is neither an audit nor an expression of opinion on the

financial statements of the Company.

In our opinion and to the best of our information and according to the explanations

given to us, we certify that the Company has complied with the conditions of

Corporate Governance as stipulated in the abovementioned Listing Agreement, in all

material respects.

We state that no investor grievance is pending for a period exceeding one month

against the Company as per the records maintained by the Shareholders/Investor

Grievance Committee.

We further state that such compliance is neither an assurance as to the future

viability of the Company nor the efficiency or effectiveness with which the

management has conducted the affairs of the Company.

FOR MANV & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN NO. 007351N

PLACE: NEW DELHI Sd/-

DATE: MAY 30, 2017

(N K GUPTA)

PARTNER

MEMBERSHIP NO. 085713

59

Declaration Regarding Code of Conduct

I hereby declare that all the Directors and Senior Management Personnel have confirmed compliance with

the Code of Conduct as adopted by the Company.

Sd/-

Meena Aggarwal

Place : Delhi Director

Date : 26th August,2017 DIN:00084504

60

ANNEXURE -2

M. D. / CFO Certification

The Board of Directors

Woodsvilla Limited

We have reviewed the financial statements and the cash flow statement of Woodsvilla Limited for the

year ended 31st March, 2017 and that to the best of our knowledge and belief, we state that;

(a) (i) these statements do not contain any materially untrue statement or omit any material fact

or contain statements that may be misleading;

(ii) these statements present a true and fair view of the Company’s affairs and are in

compliance with current accounting standards, applicable laws and regulations.

(b) there are, to the best of our knowledge and belief, no transactions entered into by the Company

during the year which are fraudulent, illegal or in violation of the Company’s code of conduct.

(c) we accept responsibility for establishing and maintaining internal controls for financial reporting.

We have evaluated the effectiveness of internal control systems of the Company pertaining to financial

reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or

operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken

for rectifying these deficiencies.

(d) we have indicated to the Auditors and the Audit Committee:

i) significant changes, if any, in the internal control over financial reporting during the year.

ii) significant changes, if any, in accounting policies made during the year and that the same have

been disclosed in the notes to the financial statements; and

iii) instances of significant fraud of which we have become aware and the involvement therein, if

any, of the management or an employee having a significant role in the Company’s internal

control system over financial reporting.

Yours sincerely

Sd/- Sd/-

Meena Aggarwal

Chief Executive Officer

DIN: 00084504

Nawazish Husain Zaidi

Chief Financial Officer

Place : New Delhi

Date :26th August,2017

61

INDEPENDENT AUDITOR'S REPORT

To,

The members of Woodsvilla Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Woodsvilla Limited which comprises

the Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our

audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

62

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

4. In our opinion and to the best of our information and according to the explanations given to us,

the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31-Mar-2017 , and its Profit for the year ended on that date.

Report on Other Legal and Regulatory Requirements

5. As required by the Companies (Auditor’s Report) Order, 2016 (the Order) issued by the Central

Government in terms of Section 143 (11) of the Act, we enclose in the annexure a statement on matters specified in paragraph 3 & 4 of the said order.

6. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) In our opinion there are no observations or comments on the financial transactions, which may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on 31-Mar-2017 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31-Mar-2017 from being appointed as a director in terms of section 164(2) of the Act.

(g) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)- is enclosed as annexure to this report.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. As informed to us the Company does not have any pending litigations which would impact its financial position.

63

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For MANV & ASSOCIATES


FRN -007351N

Sd/-

Place: New Delhi N.K. Gupta

Date: May 30, 2017 Partner

Membership No.085713

64

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE

STANDALONE FINANCIAL STATEMENTS OF

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of WOODSVILLA LIMITED in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance 168 Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence I/we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being

65

made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31-Mar-2017.



FRN -007351N

Sd/-

Place: New Delhi N.K. Gupta

Date: May 30, 2017 Partner

Membership No.085713

66

Annexure to Independent Auditor’s Report

WOODSVILLA LIMITED

Referred to in our report of even date In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: - 1.a) The company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets

1.b) As explained to us, all the assets have not been physically verified by the management during the

year but there is a regular programme of verification which, in our opinion, is reasonable having

regard to the size of the company and the nature of its assets. No material discrepancies were

noticed on such verification.

1.c) The title deeds of immovable properties are held in the name of the company.

2. As explained to us, the inventory has been physically verified at reasonable intervals during the

year by the management. In our opinion, the frequency of verification is reasonable. The

discrepancies noticed on verification between the physical stocks and the book records are not

material.

3. As explained to us, the company had not granted any loans, secured or unsecured, to any

companies, firms, limited liability partnership or other parties covered in the register maintained

under section 189 of the Act.

4. The company has not given any loans, investment, guarantees and security.

5. In our opinion and according to the information and explanations given to us, the company has

not accepted any deposits in contravention of directives issued by Reserve Bank of India and the

provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed

there under, where applicable. No order has been passed by the Company Law Tribunal or

National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6. It has been explained to us that the maintenance of cost records has not been prescribed under

section 148(1) of the Act.

7 a) According to the records of the company , the company is generally regular in depositing with

appropriate authorities , the undisputed statutory dues including provident fund, investor

education and protection fund, employees state insurance, income tax, sales tax, wealth tax,

service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

According to the information and explanations given to us, no disputed amounts payable in

respect of income tax, wealth tax, service tax, custom duty, excise duty and cess were in arrears,

as at 31st March, 2017 for a period of more than six months from the date when they become

payable.

7 b) According to the information and explanations given to us, there are no dues of sales tax , income

tax, custom duty , wealth tax, excise duty and cess which have not been deposited on account of

any dispute.

67

8. Based upon the audit procedures and according to the information and explanations given to us,

we are of the opinion , the company has not defaulted in repayment of dues to a financial

institution, bank, government or dues to debenture holders.

9. The company has not raised moneys by way of initial public offers or further public offer

(including debt instrument) and term loans.

10. Based upon the audit procedures performed and according to the information and explanations

given to us , no fraud by the company or any fraud on the company by its officers or employees

has been noticed or reported during the course of our audit, that causes the financial statements to

be ,materially misstated.

11. No managerial remuneration has been paid or provided.

12. The company is not a Nidhi Company hence this clause is not applicable.

13. Based upon the audit procedures performed and according to the information and explanations

given to us, all the transactions with related parties are in compliance with section 177 and 188 of

Companies Act, 2013 where applicable and the details have been disclosed in the financial

statements etc. as required by the applicable accounting standards.

14. The company has not made any preferential allotment or private placement of shares or fully or

partly convertible debentures during the year under review.

15. The company has not entered into any non- cash transactions with directors or persons connected

with him.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India

Act, 1934



FRN -007351N

Sd/-

Place: New Delhi N.K. GUPTA

Date: May 30, 2017 PARTNER

MEMBERSHIP NO.085713

Particulars Note No. As at

31.03.2017 (Rs.)

As at 31.03.2016

(Rs.)

EQUITY AND LIABILITIESShareholder's Funds Share Capital 1 30,070,000 30,070,000 Reserves and Surplus 2 8,093,225 7,600,020

Non-Current Liabilities Deferred tax liabilities (Net) 1,218,241 1,261,754 Long term provisions 3 180,727 165,772

Current Liabilities Short term Borrowings 4 255,554 455,554 Trade payables 5 613,888 1,085,816 Other current liabilities 6 1,820,970 1,938,593 Short-term provisions 7 27,686 7,973

Total 42,280,291 42,585,483 ASSETSNon-current assets Fixed assets Tangible assets 8 20,192,032 17,784,114 Capital Work In Progress - 2,280,167

Non-current investments 9 987,444 991,647 Long- term loans and advances 10 429,822 342,862

Current assets Inventories 11 18,729,677 18,725,041 Trade receivables 12 569,163 145,718 Cash and cash equivalents 13 618,650 1,563,569 Short-term loans and advances 14 753,503 752,365

Total 42,280,291 42,585,483

The accompanying notes 1 to 23 are an integral part of Financial Statements

As per our report of even date attached.

For MANV & ASSOCIATES WOODSVILLA LIMITEDCHARTERED ACCOUNTANTS(REGISTRATION NO.007351N) sd/- sd/-

VIPIN AGGARWAL MR. S.M.SAINIsd/- DIRECTOR DIRECTOR

DIN 00084395 DIN 00883025N.K. GUPTA sd/-(PARTNER) SWARNA MEMBERSHIP NO : 085713 COMPANY SECRETARY

sd/- SYED NAWAZISH HUSAIN ZAIDI

PLACE : NEW DELHI CHIEF FINANCIAL OFFICER DATE : MAY 30, 2017

WOODSVILLA LIMITEDBalance Sheet as at 31st March, 2017

68

Particulars Note No.

For the Year ended

31.03.2017(Rs.)

For the Year ended

31.03.2016(Rs.)

Gross IncomeRevenue from operations 15 8,925,333 8,871,876 Other Income 16 154,158 490,114 Total Revenue 9,079,491 9,361,990

Expenses:Cost of materials consumed 17 2,509,503 2,497,561 Employee benefit expense 18 2,731,909 2,777,336 Financial costs 19 17,891 4,062 Depreciation and amortization expense 20 682,344 746,868 Other expenses 21 2,688,152 2,894,710 Total Expenses 8,629,799 8,920,537

Profit before tax 449,691 441,453

Tax expense: Current tax 22 - - Deferred tax (43,513) (63,491)

Profit for the year 493,204 504,944

Earning per equity share: (1) Basic 0.16 0.17 (2) Diluted 0.16 0.17


As per our report of even date attached.

For MANV & ASSOCIATES WOODSVILLA LIMITEDCHARTERED ACCOUNTANTS(REGISTRATION NO.007351N) sd/- sd/-

VIPIN AGGARWAL MR. S.M.SAINIsd/- DIRECTOR DIRECTOR

DIN 00084395 DIN 00883025N.K. GUPTA sd/-(PARTNER) SWARNA MEMBERSHIP NO : 085713 COMPANY SECRETARY

sd/- SYED NAWAZISH HUSAIN ZAIDI

PLACE : NEW DELHI CHIEF FINANCIAL OFFICER

WOODSVILLA LIMITED

Statement of Profit and Loss for the year ended 31st March, 2017

DATE : MAY 30, 2017

69

(Amount in Rs.) (Amount in Rs.)

31.03.2017 31.03.2016(A) Cash Flow From Operating Activities

i) NET PROFIT BEFORE TAX &EXTRAORDINARY ITEMS 449,691 441,453 ADJUSTMENTS FOR:

Add: Depreciation and amortisation expenses 682,344 746,868 Interest paid 17,891 4,062

ii) Operating Profit Before Working 1,149,927 1,192,383 CAPITAL CHANGESADJUSTMENTS FOR :Decrease/ (Increase) in inventories (4,636) (78,143) Decrease/ (Increase) in trade receivables (423,445) (145,088) Decrease/ (Increase) in loans and advances (88,098) 295,645 (Decrease)/ Increase in trade payables and other liabilities (754,883) 1,543,048

iii) Cash Generated From Operations (121,135) 2,807,845 Income tax - -

iv) Cash Flow Before Extraordinary Items (121,135) 2,807,845 Income from sale of shares - -

iv) NET FLOW FROM OPERATING ACTIVITIES (121,135) 2,807,845

(B) Cash Flow From Investing Activities

Addition to fixed assets (3,090,263) (220,602) Addition to Capital WIP 2,280,167 (2,280,167) NET CASH USED IN INVESTING ACTIVITIES (805,893) (2,500,769)

(C) Cash Flow From Financing Activities

Increase/(Decrease) in secured loans - - Interest & financial charges (17,891) (4,062)

Increase/(Decrease) in unsecured loans - - NET CASH FROM FINANCING ACTIVITIES (17,891) (4,062)

CASH EQUIVALENTS (A+B+C) (944,920) 303,015 Add: Cash & cash equivalents at the beginning of the period 1,563,569 1,260,554

Cash and cash equivalents at the end of the period 618,650 1,563,569


As per our report of even date attachedON BEHALF OF BOARD OF DIRECTORS

For MANV & ASSOCIATESCHARTERED ACCOUNTANTS(REGISTRATION NO.007351N) sd/- sd/-

VIPIN AGGARWAL S.M.SAINIsd/- DIRECTOR DIRECTORN.K. GUPTA DIN 00084395 DIN 00883025(PARTNER) sd/-MEMBERSHIP NO : 085713 SWARNA

COMPANY SECRETARY sd/-

PLACE : NEW DELHI SYED NAWAZISH HUSAIN ZAIDI DATE : MAY 30, 2017 CHIEF FINANCIAL OFFICER

Cash Flow Statement For The Year Ended March 31, 2017

WOODSVILLA LIMITED

70

Notes to the Financial Statements

1 Share CapitalNumbers Amount (Rs.) Numbers Amount (Rs.)

Authorized CapitalEquity Shares of Rs 10/- each 5,500,000 55,000,000 5,500,000 55,000,000 (31.03.2017: 55,00,000 shares of Rs.10 each)

5,500,000 55,000,000 5,500,000 55,000,000 Issued/subscribed/paid up Share CapitalEquity Shares of Rs 10/- each, fully paid 3,007,000 30,070,000 3,007,000 30,070,000 (31.03.2017: 30,07,000 shares of Rs.10 each) 3,007,000 30,070,000 3,007,000 30,070,000

Note:-

Opening Balance Fresh Issue Bonus Closing BalanceEquity Shares Subscribed & Fully Paid Share Capital

Numbers 3,007,000 - - 3,007,000 Amount (Rs.) 30,070,000 - - 30,070,000

(ii) Shares held by each shareholder holding more than 5% shares as on period end.Name of Share holder % 3/31/2017 % 3/31/2016

Held No's held Held No's held Vipin Aggarwal 40.84 1,228,070 40.84 1,228,070 Meena Aggarwal 26.81 806,030 26.81 806,030

2 Reserves & SurplusOther Reserves Special Reserve Fund (as per section 45-IC of RBI Act,1934) At the beginning and at the end of the year 300,000 300,000

General Reserve At the beginning of the year 3,360,319 3,360,319 Add: Transfer from surplus in Statement of Profit and Loss - 3,360,319 - 3,360,319

Surplus in Statement of Profit and Loss At the beginning of the year 3,939,701 3,434,757 Add: Profit for the Year 493,204 504,944 Less: Depreciation * - Less: Transfer to General Reserve - - At the end of the year 4,432,906 3,939,701 Total 8,093,225 7,600,020

As at 31st March,2017 As at 31st March,2016

WOODSVILLA LIMITED

(i) Reconciliation of Opening and closing outstanding No of shares. Details to be given for each class of shares separately for Issued, Subscribed and fully paid up and Subscribed but not fully paid up, as applicable

As at 31st March 2017 As at 31st March 2016

71

Notes to the Financial StatementsWOODSVILLA LIMITED

As at 31.03.2017 (Rs.)

As at 31.03.2016 (Rs.)

3 Long-Term ProvisionsProvision for Retirement Benefits Retirement benefits 180,727 165,772

Total 180,727 165,772

As at 31.03.2017 (Rs.)

As at 31.03.2016 (Rs.)

4 Short-term BorrowingsUnsecured Loans & advances from related parties 255,554 455,554

Total 255,554 455,554

As at 31.03.2017 (Rs.)

As at 31.03.2016 (Rs.)

5 Trade PayablesDue to Micro, Small and Medium Enterprises - - Others* 613,888 1,085,816

Total 613,888 1,085,816

As at 31.03.2017 (Rs.)

As at 31.03.2016 (Rs.)

6 Other Current LiabilitiesAdvance received for Apartments 938,347 1,531,261 Advance received from Costumers 496,685 238,689 Book overdraft 309,976 - Other Payables: Statutory Dues 75,962 168,643

Total 1,820,970 1,938,593

As at 31.03.2017 (Rs.)

As at 31.03.2016 (Rs.)

7 Short-term ProvisionsCurrent portion of long-term employee benefits Retirement benefits 5,822 7,973 Current taxation 21,864 -

Total 27,686 7,973

72

Note 8 : Fixed Assets

Sr. No Particulars Value at the

beginningAddition during

the yearDeduction during

the year Value at the end Value at the beginning

Addition during the year

Deduction during the year Value at the end WDV as on

31.03.2017WDV as on 31.03.2016

(I) Tangible Assets1 Land

Resort Land 2,090,145 2,090,145 - - - 2,090,145 2,090,145

2 BuildingResort Building 19,443,568 2,500,261 21,943,829 5,424,593 435,978 - 5,860,571 16,083,258 14,018,975

3 Plant and EquipmentResort Machinery 1,279,546 531,451 1,810,997 1,059,515 41,972 - 1,101,487 709,510 220,031 Plant & Machinery 2,030,842 2,030,842 1,037,755 85,108 1,122,863 907,979 993,087

4 Furniture & FixturesFurniture 158,376 158,376 84,379 17,126 - 101,505 56,871 73,997 Resort Furniture 2,723,279 2,723,279 2,500,167 51,345 2,551,512 171,767 223,112

5 Vehicles 1,726,228 1,726,228 1,642,880 548 - 1,643,428 82,800 83,348

6 Office Equipment 424,846 58,551 483,397 344,405 50,267 - 394,672 88,725 80,441

7 Other (Specify)Computer 520,575 520,575 519,597 - 519,597 978 978

Total 30,397,405 3,090,263 - 33,487,668 12,613,291 682,344 - 13,295,636 20,192,032 17,784,114 (Previous Year) 30,176,803 220,602 - 30,397,405 11,866,423 746,868 - 12,613,291 17,784,114

Gross Block Depreciation Net Block

WOODSVILLA LIMITEDNotes to the Financial Statements

73

Notes to the Financial Statements As at

31.03.2017 (Rs.)

As at 31.03.2016

(Rs.) 9 Non Current Investments

(Long Term Investments, Valued at Cost)Unquoted - Non TradeGovernment Securities Indira Vikas Patras 65,000 65,000 National Savings Certificates 10,000 10,000

A 75,000 75,000

Quoted-Non TradeInvestment in Equity Instruments Darshan Oils Ltd. 5,400 5,400 (1800 equity shares of Rs.10 each fully paid) Frontier Springs Ltd. 152 152 (100 equity shares of Rs.10 each fully paid) Premier Auto Electric Ltd. 50 50 (50 equity shares of Rs.10 each fully paid) Inland Printers Ltd. 700 700 (100 equity shares of Rs.10 each fully paid) Dhanlaxmi Bank 889,663 893,708 (5525 equity shares of Rs.10 each fully paid) Jindal Steel & Power Ltd. 14,925 15,083 (9500 equity shares of Rs.10 each fully paid) U.S. 64 Scheme (UTI) 1,554 1,554 (100 equity shares of Rs.10 each fully paid)

B 912,444 916,647

Total (A+B) 987,444 991,647

Aggregate market value of Quoted Shares as on 31st March 1,358,341 728,039

As at 31.03.2017

(Rs.)

As at 31.03.2016

(Rs.) 10 Long-term Loans and Advances

Unsecured, Considered Good :Security Deposit 93,765 93,765 Others: MAT Credit Entitlement 336,057 249,097

Total 429,822 342,862

As at 31.03.2017

(Rs.)

As at 31.03.2016

(Rs.) 11 Inventories

(At Lower of cost and net realisable value)Raw Materials (Restaurant Stock). 66,486 61,850 Others Residency Apartment Stock 18,663,191 18,663,191

OthersTotal 18,729,677 18,725,041

WOODSVILLA LIMITED

74


As at 31.03.2017

(Rs.)

As at 31.03.2016

(Rs.) 12 Trade Receivables

Unsecured, Considered Good :Outstanding for more than six months - - Others 569,163 145,718 Total 569,163 145,718

As at 31.03.2017

(Rs.)

As at 31.03.2016

(Rs.) 13 Cash & Cash Equivalent

Balances with Banks Current accounts 498,604 1,256,265 Cash and Imprest 120,046 307,304 Total 618,650 1,563,569

As at 31.03.2017(R

s.)

As at 31.03.2016

(Rs.) 14 Short-Term Loans and Advances

Unsecured, Considered Good Advance Tax/TDS 309,172 328,620 Staff Advances 289,137 358,876 Advance to Supplier 101,876 20,000 Other Advances 53,318 44,869 Total 753,503 752,365

75

Notes to the Financial Statements

For the year ending 31.03.2017 (Rs.)


# Revenue from operationsRoom tariff 5,632,765 5,586,961 Restaurant sales 3,292,568 3,284,915

Total 8,925,333 8,871,876



# Other incomeDividend - 7,000 Interest / investment income 45,282 71,540 Misc Receipts 104,688 411,574 Long Term Capital Gain/Loss 4,187 Total 154,158 490,114



# Cost of Material ConsumedOpening stock 61,850 43,363 Fuel expenses 219,574 232,463 Purchases 2,294,565 2,283,585

2,575,989 2,559,411 Less: Closing stock 66,486 61,850

2,509,503 2,497,561



# Employnment Benefit ExpenseSalaries 2,608,623 2,525,355 Gratuity 12,804 42,307Staff welfare 110,482 209,674

Total 2,731,909 2,777,336



# Financial CostBank interest and charges 17,891 4,062

Total 17,891 4,062

WOODSVILLA LIMITED

76




# Depreciation & Amortisation ExpenseDepreciation 682,344 746,868 Total 682,344 746,868



# Other expensesAdvertisement & publicity 50,602 37,484 Business promotion 948 5,100 Other Marketing & Selling expenses 6,163 94,589 Auditors' remuneration:

Audit fees 11,450 22,800 Books and periodicals 3,820 4,607 Conveyance 11,665 84,574 Electricity and water 628,004 767,452 Housekeeping 146,321 176,980 Insurance 105,594 108,092 Internal Audit Fee 5,000 5,000 Laundry charges 410,120 305,982 Membership and subscriptions 28,592 42,063 Miscellaneous expenses 56,714 58,970 Interest/ Penalty on TDS & Service Tax 6,170 4,903 Printing and stationery 96,944 50,177 Rent,rates & taxes 271,059 254,082 Repairs and maintenance 437,097 450,172 Stipend - 33,140 Telephone and postage 162,758 153,602 Travelling 12,861 50,261 Vehicle maintenance 141,044 158,585 Other expenses 84,500 20,995 Donation 5,000 5,100 Professional charges 5,725 -

Total 2,688,152 2,894,710



# Tax ExpensesCurrent Taxi) Income Taxes 86,960 83,815 ii) MAT Credit Entitlement (86,960) (83,815)Total - -

77

23 (A) SIGNIFICANT ACCOUNTING POLICIES(i) ACCOUNTING CONVENTION

(ii) USE OF ESTIMATES

(iii) REVENUE RECOGNITION(a) Income from dividends on shares are accounted for on receipt basis.

(iv) EXPENDITUREAll expenses are accounted for on accrual basis.

(v) FIXED ASSETS, DEPRECIATION & IMPAIRMENT

(vi) INVESTMENTS

(vii) INVENTORIES

(viii) EMPLOYEE BENEFITS

The financial statements are prepared under the historical cost convention in accordance with Indian GenerallyAccepted Accounting Principles (GAAP), on the accrual basis. GAAP comprises mandatory accounting standardsas prescribed under Section 133 of the Companies Act, 2013 (‘Act’)read with Rule 7 of the Companies (Accounts)Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and ExchangeBoard of India (SEBI). Accounting policies have been consistently applied except where a newly issued accountingstandard is initially adopted or a revision to an existing accounting standard requires a change in the accountingpolicy hitherto in use.

The preparation of the financial statements in conformity with GAAP requires management to make estimates andassumptions that affect the reported balances of assets and liabilities and disclosures relating to contingentliabilities as at the date of the financial statements and reported amounts of income and expenses during the period.Examples of such estimates include provisions for doubtful debts, future obligations under employee retirementbenefit plans, income taxes and the useful lives of fixed tangible assets and intangible assets. Accounting estimatescould change from period to period. Actual results could differ from those estimates. Appropriate changes inestimates are made as the Management becomes aware of changes in circumstances surrounding the estimates.Changes in estimates are reflected in the financial statements in the period in which changes are made and, ifmaterial, their effects are disclosed in the notes to the financial statements.

Fixed assets are stated at cost including those related to acquisition, less accumulated depreciation. Thedepreciation on fixed assets is provided on the straight line method as prescribed unbder part C of Schedule II ofthe Companies Act, 2013.Depreciation on fixed assets purchased during the year is calculated on a pro-rata basisfrom the date of additions, except in the case of assets costing up to Rs.5,000/- each, where each such asset is fullydepreciated in the year of purchase.

Long term investments are carried at cost. Provision is made for diminution in value, other than temporary, on anindividual basis.

Short term employee benefits are charged off at the undiscounted amount in the year in which the related service isrendered. Post employment and other long term employee benefits are charged off in the year in which the employee hasrendered services. The amount charged off is recognized at the present value of the amount payable determinedusing actuarial valuation techniques. Actuarial gains and losses in respect of post employment and long termbenefits are charged to Statement of Profit & Loss.

(b) Income from guest accommodation is recognised on a day to day basis after the guest checks into the Resort.

(c) Sale of Hotel Apartments are accounted for on the receipt of full payment and registration being done in the name of buyers.

At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired.If any such indication exists, an impairment loss, that is the amount by which the carrying amount of assets exceedsits recoverable amount, is provided in the books of account.

Current investments are carried at the lower of cost or fair value, determined on a category-wise basis.

Stock of consumables at restaurant and stock of residency apartments valued at lower of cost or net realisablevalue, ascertained on weighted average purchase price.

78

(ix) PROVISION FOR INCOME TAX AND DEFERRED TAX

(Amount in Rs.)Particulars Deferred tax

Liability as on31.03.2017

Deferred taxLiability as on31.03.2016

Deferred Tax Liability has been arrived at as follows:

Depreciation 1,267,972 1,315,442 Gratuity (49,731) (53,687)Net Deferred tax Liability 1,218,242 1,261,755

(x) FOREIGN EXCHANGE TRANSACTIONS

(xi) CASH FLOW STATEMENTCash Flow statement has been prepared using indirect method as set out in the Accounting Standard-3 on "CashFlow Statements"

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction.

a) Monetary items outstanding as at the Balance Sheet date are translated at the exchange rate prevailing at theBalance Sheet date and the resultant difference is recognised as income or expense, as the case may be;

b) Non-monetary items outstanding as at the Balance Sheet date are reported, using the exchange rate prevailingon the date of each transaction

Provision for Minimum Alternate Tax (MAT) amounting to Rs. 0.87 lacs has been made under section 115JB of theIncome Tax Act, 1961Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the differencebetween taxable income and accounting income that originate in one period and are capable of reversal in one ormore subsequent periods. In consonance with Accounting Standard-22, “Accounting for Taxes on Income”, issuedby the Institute of Chartered Accountants of India, the Company has recognized deferred tax assets for the yearended March 31, 2017 of Rs.0.43/- Lakh in the Statement of Profit & Loss. Breakup of net deferred tax Liability ason 31.03.2017 is as follows

79

23

Additional Notes to the Financial Statements(i)

(ii)

(iii) Earning per share AS AT 31.03.2017 AS AT 31.03.2016

(a) Calculation of weighted average (no. ofequity shares of Rs.10/- each.)No. of shares at the beginning of the period 3,007,000 3,007,000 Shares issued during the year - - No. of Shares at the close of the period 3,007,000 3,007,000 Weighted average no. of equity shares 3,007,000 3,007,000 during the period(b) Net Profit / (Loss) for the period attributable 493,204 504,944 to equity shares (in rupees)(c) Basic & Diluted earning (in rupees) per shares 0.16 0.17

(iv) Remuneration to Auditors2016-17 2015-16Rupees Rupees

(i) Audit fees 11,450 22,800 (ii) Out of pocket - -

11,450 22,800

(v)

(vi)

(vii) Related Party Disclosures under Accounting Standard (AS-18)(a) Names of the Related Parties(i) Where control exists:The Company did not have any holding or subsidiary company during the year.

(ii) Other related parties with whom there are transactions during the yearAssociatesKey Management PersonnelDr. Mrs. Meena Aggarwal (Director)Mr. Vipin Aggarwal (Director)Relatives of Key Management PersonnelVipin Aggarwal & Sons HUFAadeesh AggarwalEnterprises over which Key Management Personnel or their relative has significant influenceCost Plus Travels Pvt LtdKeshov Leasing Private LimitedPravik Estates Pvt LtdClub 9 Vacations Private LimitedClub 9 Holidays Private LimitedMangosteen Private LimitedAvsarr Quest Pvt LtdFusion Suites Private LimitedShri Sai Kirpa SocietyVipin Aggarwal & Associates

WOODSVILLA LIMITED

(B) NOTES TO ACCOUNTS

The Government of India promulgatedthe Micro, Smalland MediumEnterprises DevelopmentAct, 2006, which came into force with effect from October 02, 2006. As per the Act, the Company is required toidentify the Micro, Small and Medium suppliers and pay them interest on overdues beyond the specified period, irrespective of the terms agreed upon with those suppliers.

There is no interest paid/payable during the year by the Company to the suppliers covered under Micro,Small, Medium Enterprises Development Act, 2006.

The above information takes into account only those suppliers who have responded to the enquiries made by the Company for this purpose.However, according to the Company estimates, there is no liabilityof interest to such suppliers.

Managerial remuneration: No remuneration was paid to any director during the relevant year.

Segment Reporting : based on the guiding principles given in Accounting Standard on Segment Reporting (AS-17), the Company’sprimary business segment is Hospitality. As the Company’sbusinessactivity falls within a single primary business segment , the disclosure requirements of AS-17 in this regard are not applicable

There is no transaction which is required to be disclosed as required under paragraph 5 (viii) of the general instructions for preparation of statement of Profit and Loss as per Schedule III of the CompaniesAct, 2013

80

(b) Transactions with Related Parties(Rs. in Lacs)

Description

Current Year Previous Year Current Year Previous YearRevenue Transactions:Rent & other expenses paid

Vipin Aggarwal & Associates 0.00 0.31

Outstanding balance as at year end:Short Term BorrowingMr. Vipin Aggarwal 2.56 4.56

(viii)

(ix)

(x)

(xi)

(xii) Figures are rounded off to nearest Rupee.

(xiii)

SBN Other Denomination Notes Total

183000 108456 2914560 1127807 1127807

1040072 1040072183000 243 183243

0 195948 195948As per our report of even date attached.

ON BEHALF OF BOARD OF DIRECTORSFor MANV & ASSOCIATESCHARTERED ACCOUNTANTS(REGISTRATION NO.007351N)

Sd/-Sd/- VIPIN AGGARWAL S.M.SAININ.K. GUPTA DIRECTOR DIRECTOR(PARTNER) DIN 00084395 DIN 00883025MEMBERSHIP NO : 085713 Sd/- Sd/-

SWARNA SYED NAWAZISH HUSAIN ZAIDI COMPANY SECRETARY CHIEF FINANCIAL OFFICER

PLACE : NEW DELHI

Key Management Personnel and their Relatives Enterprises over which Key management Personnelor their relative has significant influence

Sd/-

DATE : MAY 30, 2017

There are no disputed dues of wealth tax, service tax, income tax which have not been deposited by the Company.

The Company has received advances against sale of residency apartments (as part of hotel project) from the prospective buyers. The amounts have been treated as “advance forapartments” (part of hotel project) under the head other current liabilities. Further, the amount spent on the Residency Apartments is reflected under Inventories pending registration / sale.

The said amount remains “unpaid”despite of final demand due from them and as such on these flats due to unpaid demand part of work of sanitary, electrical and finishing has also beenkept pending besides registration of sale deed.

Previous year figures have been regrouped/recast wherever found necessary to make them comparable with those of the current year.

Balances shown under Trade Receivables, Trade Payables and advances are subject to confirmation and reconciliation with the respective parties.

Details of Specified Bank notes

Closing cash in hand as on 08.11.2016(+) Permitted receipts(-) Permitted Payment(-) Amount deposited in BanksClosing cash in hand as on 30.12.2016

81

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